What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 108 added, 73 removed, 526 unchanged (26% of the section changed)

3 unchanged sentences

(in thousands, except for share amounts)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

1 unchanged sentence

$ 219,397 $ 370,063

Accounts receivable, net of allowances for estimated credit losses of $ 8,014 and $ 9,597 at June 30, 2025 and December 31, 2024, respectively

Accounts receivable, net of allowances for estimated credit losses of $ 7,429 and $ 9,597 at September 30, 2025 and December 31, 2024, respectively

22,206 27,643

29 unchanged sentences

320,000,000 shares authorized;

126,764,562 and 124,924,185 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

127,301,264 and 124,924,185 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 576,802 566,709

8 unchanged sentences

(in thousands, except for share and per share amounts)

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

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

2025 2024 2025 2024

12 unchanged sentences

Change in fair value of warrant liabilities ( 210 ) ( 418 ) ( 349 ) ( 2,997 )

Foreign currency transaction (gain) loss, net ( 4,469 ) 1,144 ( 6,349 ) 2,441

Income (loss) before provision for income taxes 18,719 ( 151 ) 9,515 ( 1,489 )

Income tax benefit ( 993 ) ( 353 ) ( 101 ) ( 1,012 )

Net income (loss) 19,712 202 9,616 ( 477 )

Comprehensive income (loss), net of tax:

Foreign currency transaction loss (gain), net 159 ( 2,277 ) ( 6,190 ) 164

Loss before provision for income taxes ( 10,645 ) ( 16,343 ) ( 1,130 ) ( 17,832 )

Income tax expense 386 1,948 285 936

Net loss ( 11,031 ) ( 18,291 ) ( 1,415 ) ( 18,768 )

Comprehensive (loss) income, net of tax:

Foreign currency translation adjustments 421 1,187 5,178 ( 676 )

Comprehensive income (loss) $ 23,341 $ ( 614 ) $ 14,373 $ ( 2,340 )

Net income (loss) per share

Comprehensive (loss) income $ ( 10,610 ) $ ( 17,104 ) $ 3,763 $ ( 19,444 )

Net loss per share

$ ( 0.09 ) $ ( 0.15 ) $ ( 0.01 ) $ ( 0.15 )

23 unchanged sentences

BALANCE, June 30, 2024 123,993,785 $ 12 $ 553,420 $ ( 4,899 ) $ ( 479,344 ) $ 69,189

Net loss — — — — ( 18,291 ) ( 18,291 )

Issuance of common stock pursuant to equity compensation plan 171,021 — — — — —

Shares withheld for tax withholdings on vested stock awards ( 53,372 ) — ( 73 ) — — ( 73 )

Share-based compensation — — 7,712 — — 7,712

Foreign currency translation adjustments — — — 1,187 — 1,187

BALANCE, September 30, 2024 124,111,434 $ 12 $ 561,059 $ ( 3,712 ) $ ( 497,635 ) $ 59,724

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss)

Accumulated Deficit Total Stockholders’ Equity (Deficit)

Shares Amount

BALANCE, December 31, 2024 124,924,185 $ 12 $ 566,709 $ ( 6,953 ) $ ( 507,965 ) $ 51,803

11 unchanged sentences

BALANCE, June 30, 2025 126,764,562 $ 13 $ 574,535 $ ( 2,196 ) $ ( 498,349 ) $ 74,003

Net loss — — — — ( 11,031 ) ( 11,031 )

Issuance of common stock pursuant to equity compensation plan 774,465 — — — — —

Shares withheld for tax withholdings on vested stock awards ( 237,763 ) — ( 188 ) — — ( 188 )

Share-based compensation — — 2,455 — — 2,455

Foreign currency translation adjustments — — — 421 — 421

BALANCE, September 30, 2025 127,301,264 $ 13 $ 576,802 $ ( 1,775 ) $ ( 509,380 ) $ 65,660

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

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

Net income (loss) $ 9,616 $ ( 477 )

Adjustments to reconcile net income (loss) to net cash from operating activities

Net loss $ ( 1,415 ) $ ( 18,768 )

Adjustments to reconcile net loss to net cash from operating activities

Share-based compensation 11,239 20,846

59 unchanged sentences

Inventories consist of the following as of the periods indicated:

(in thousands) June 30, 2025 December 31, 2024

(in thousands) September 30, 2025 December 31, 2024

Raw materials $ 23,001 $ 26,019

2 unchanged sentences

Accrued payroll-related expenses consist of the following as of the periods indicated:

(in thousands) June 30, 2025 December 31, 2024

(in thousands) September 30, 2025 December 31, 2024

Accrued compensation and payroll taxes

4 unchanged sentences

Other accrued expenses consist of the following as of the periods indicated:

(in thousands) June 30, 2025 December 31, 2024

(in thousands) September 30, 2025 December 31, 2024

Sales and VAT tax payables $ 2,852 $ 5,244

4 unchanged sentences

Total other accrued expenses $ 19,315 $ 20,002

As of June 30, 2025 and December 31, 2024, total warranty reserve was approximately $ 2 million and $ 4 million, respectively, which was included in other accrued expenses on the Condensed Consolidated Balance Sheets.

As of June 30, 2025 and December 31, 2024, the Company has approximately $ 2 million in restricted cash held as collateral for the Company’s credit cards, which was included in cash, cash equivalents and restricted cash on the Condensed Consolidated Balance Sheets.

As of September 30, 2025 and December 31, 2024, total warranty reserve was approximately $ 2 million and $ 4 million, respectively, which was included in other accrued expenses on the Condensed Consolidated Balance Sheets.

As of September 30, 2025 and December 31, 2024, the Company has approximately $ 2 million in restricted cash held as collateral for the Company’s credit cards, which was included in cash, cash equivalents and restricted cash on the Condensed Consolidated Balance Sheets.

Note 3 — Property and Equipment, net

1 unchanged sentence

(in thousands) Useful life

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Leasehold improvements Shorter of remaining lease

6 unchanged sentences

Autos and trucks 5 61 59

Construction in progress 26 —

Total property and equipment 28,116 31,478

2 unchanged sentences

Note 4 — Goodwill and Intangible Assets, net

The changes in the carrying value of goodwill for the six months ended June 30, 2025 is as follows (in thousands):

The changes in the carrying value of goodwill for the nine months ended September 30, 2025 is as follows (in thousands):

December 31, 2024 $ 123,499

Foreign currency translation impact

June 30, 2025 $ 126,273

September 30, 2025 $ 126,497

Intangible Assets, Net

The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of June 30, 2025 were as follows:

The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of September 30, 2025 were as follows:

(in thousands) Gross

28 unchanged sentences

The 2026 Notes issued on September 14, 2021 include the $ 100.0 million principal amount of 2026 Notes issued pursuant to the full exercise by the initial purchasers of such option.

During the three months ended March 31, 2024, the Company repurchased $ 75.0 million principal amount of its 2026 Notes at a weighted-average price equal to 77 % for $ 57.8 million and recognized a net gain of $ 16.1 million, which includes $ 1.2 million of unamortized debt issuance costs.

Additionally, during the three months ended June 30, 2024, the Company repurchased $ 117.3 million principal amount of its 2026 Notes at a weighted-average price equal to 84 % for $ 98.3 million and recognized a net gain of $ 17.3 million, which includes $ 1.6 million of unamortized debt issuance costs.

The total amount paid and net gain recognized to repurchase $ 192.3 million principal amount during the six months ended June 30, 2024 was $ 156.1 million and $ 33.4 million, respectively.

During the three and six months ended June 30, 2025, the Company repurchased an additional $ 20.0 million principal amount of its 2026 Notes at a weighted-average price equal to 92 % for $ 18.4 million and recognized a net gain of $ 1.5 million, which includes $ 0.1 million of unamortized debt issuance costs.

During the three months ended September 30, 2024, there were no repurchases related to the 2026 Notes.

During the nine months ended September 30, 2024, the Company repurchased $ 192.3 million principal amount of the 2026 Notes for $ 156.1 million and recognized a net gain of $ 33.4 million, which includes $ 2.8 million of unamortized debt issuance costs related to the repurchase.

During the three months ended September 30, 2025, there were no repurchases related to the 2026 Notes.

During the nine months ended September 30, 2025, the Company repurchased $ 20.0 million principal amount of the 2026 Notes for $ 18.4 million and recognized a net gain of $ 1.5 million, which includes $ 0.1 million of unamortized debt issuance costs related to the repurchase.

Convertible Senior Secured Notes - 2028

On May 21, 2025, the Company entered into privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders (the “Exchanging Holders”) of the 2026 Notes (the “Existing Notes”).

Pursuant to the Exchange Agreements, the Company exchanged and repurchased approximately $ 413.2 million aggregate principal amount of the Existing Notes.

Pursuant to the Exchange Agreements, the Company exchanged and repurchased $ 413.2 million aggregate principal amount of the Existing Notes.

Of the $ 413.2 million aggregate principal amount of the Existing Notes, $ 263.2 million principal amount were exchanged at a weighted-average price equal to 95 % for $ 250.0 million principal amount of new 7.95 % Convertible Senior Secured Notes due November 15, 2028 (the “2028 Notes”, and together with the 2026 Notes, the “Notes”), and $ 150.1 million principal amount were repurchased at a weighted-average price equal to 95 % for $ 142.6 million.

21 unchanged sentences

The following is a summary of the Company’s Notes for the periods indicated:

(in thousands) June 30, 2025 December 31, 2024

(in thousands) September 30, 2025 December 31, 2024

2026 Notes $ 124,485 $ 557,700

3 unchanged sentences

Convertible senior notes, net $ 363,388 $ 552,198

As of June 30, 2025 and December 31, 2024 , the estimated fair value of the Notes were $ 392.3 million (compared to a carrying amount of $ 374.5 million ) and $ 446.2 million (compared to a carrying amount of $ 557.7 million ), respectively.

The estimated fair value of the Notes was determined based on the actual bid price of the Notes on June 30, 2025 and December 31, 2024, and are classified as Level 2 within the fair value hierarchy.

As of September 30, 2025 and December 31, 2024 , the estimated fair value of the Notes were $ 390.9 million (compared to a carrying amount of $ 374.5 million ) and $ 446.2 million (compared to a carrying amount of $ 557.7 million ), respectively.

The estimated fair value of the Notes was determined based on the actual bid price of the Notes on September 30, 2025 and December 31, 2024, and are classified as Level 2 within the fair value hierarchy.

The net gain recognized related to the exchange and repurchases is included in other income, net in the Condensed Consolidated Statements of Comprehensive Income (Loss).

36 unchanged sentences

On July 11, 2025, Defendants filed a motion to dismiss the amended complaint in its entirety.

A hearing is scheduled on Defendants’ motion for September 17, 2025.

The Court scheduled a hearing on Defendants’ motion for September 17, 2025.

On September 15, 2025, the Court vacated the hearing sua sponte .

On September 25, 2025, the Court denied Defendants’ motion to dismiss.

Defendants’ answer to the amended complaint is due November 24, 2025.

The Company believes that the claims asserted in the Securities Class Action have no merit and intends to vigorously defend them.

Consumer Class Action

On October 24, 2024, Jason Davalos (“Jason Davalos”), Sonia Davalos (“Sonia Davalos”, and collectively with Jason Davalos, the “Davaloses”), and Sol Tan Tanning & Spa LLC (“Sol Tan”, and collectively with the Davaloses, the “Class Action Plaintiffs”), individually and on behalf of all others similarly situated, filed a putative class action complaint against Hydrafacial LLC d/b/a The Hydrafacial Company and The Beauty Health Company (collectively, the “Class Action Defendants”) for alleged violations of New York consumer fraud statutes, breach of contract, and common law breach of implied warranties (the “Consumer Class Action”).

Customer Class Action

The case is captioned Jason Davalos, Sonia Davalos, Sol Tan Tanning & Spa LLC, on behalf of themselves and all others similarly situated v.

13 unchanged sentences

G.B.L., § 349 and § 350.

On December 30, 2024, the Class Action Defendants filed a motion to dismiss the Consumer Class Action complaint in its entirety.

On December 30, 2024, the Class Action Defendants filed a motion to dismiss the Customer Class Action complaint in its entirety.

On January 3, 2025, the Class Action Defendants filed a motion to stay discovery during the pendency of their motion to dismiss.

On January 8, 2025, the Davaloses voluntarily dismissed their claims against the Class Action Defendants pursuant to Fed.

41(a)(1)(A)(i), leaving Plaintiff Sol Tan as the sole remaining Consumer Class Action Plaintiff.

41(a)(1)(A)(i), leaving Plaintiff Sol Tan as the sole remaining Customer Class Action Plaintiff.

Plaintiff Sol Tan filed their opposition brief on January 9, 2025, and the Class Action Defendants filed their reply brief on January 13, 2025.

25 unchanged sentences

and (v) dismiss Plaintiffs’ claim for injunctive relief.

The initial pretrial conference originally scheduled for July 18, 2025 has been adjourned to August 15, 2025.

The Company believes that the claims asserted in the Consumer Class Action have no merit and Class Action Defendants intend to vigorously defend them.

The parties are currently engaged in discovery while they await the Court’s ruling on Defendants’ partial motion to dismiss.

The Company believes that the claims asserted in the Customer Class Action have no merit and Class Action Defendants intend to vigorously defend them.

Consolidated Derivative Action

30 unchanged sentences

Pursuant to a scheduling order entered by the court, Plaintiffs’ answering brief was filed on May 2, 2025, and Defendants’ reply brief was filed on June 3, 2025.

Oral argument before the Delaware Court of Chancery on the Motion to Dismiss is scheduled for October 8, 2025.

Although oral argument before the Delaware Court of Chancery on the Motion to Dismiss is scheduled for January 7, 2026, the parties held a mediation on November 4, 2025 and have reached agreement on certain terms of a mutually agreeable resolution.

However, the settlement discussions are ongoing and any final resolution is subject to the parties’ execution of a final settlement agreement and the Delaware Court of Chancery’s approval.

The Company believes that the claims asserted in the Consolidated Derivative Action have no merit and intends to vigorously defend them.

Securities and Exchange Commission (the “SEC”) Subpoena

The Division of Enforcement of the SEC has issued three subpoenas in connection with a formal order of investigation of the Company seeking documents and information from us.

On January 11, 2024, the Company was informed that the SEC is conducting a formal investigation of the Company related to, among other things, the allegations brought against the Company in the Securities Class Action lawsuit.

The Company has subsequently received subpoenas from the SEC for the production of documents and information related to its investigation.

The Company is in the process of responding to the subpoenas and intends to fully cooperate with the SEC investigation.

20 unchanged sentences

Holders of Class A Common Stock are entitled to one vote for each share.

As of June 30, 2025 and December 31, 2024, there were 126,764,562 and 124,924,185 , respectively, of Class A Common Stock issued and outstanding.

As of September 30, 2025 and December 31, 2024, there were 127,301,264 and 124,924,185 , respectively, of Class A Common Stock issued and outstanding.

The Company has not declared or paid any dividends with respect to its Class A Common Stock .

1 unchanged sentence

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors.

At June 30, 2025 and December 31, 2024 , there were no shares of preferred stock issued or outstanding.

At September 30, 2025 and December 31, 2024 , there were no shares of preferred stock issued or outstanding.

Note 9 — Fair Value Measurements

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The three levels of the fair value hierarchy are as follows:

4 unchanged sentences

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

As of June 30, 2025

As of September 30, 2025

(in thousands) Level 1 Level 2 Level 3 Total

8 unchanged sentences

In October 2020, in connection with the consummation of Vesper Healthcare’s initial public offering, the Company issued 9,333,333 warrants to purchase shares of the Company’s Class A Common Stock at $ 11.50 per share (the “Private Placement Warrants”), to BLS Investor Group LLC, which will expire five years after the Business Combination.

As of June 30, 2025 and December 31, 2024, the Company had approximately 7 million Private Placement Warrants outstanding for which the fair value was determined using a Monte Carlo simulation.

As of September 30, 2025 and December 31, 2024, the Company had approximately 7 million Private Placement Warrants outstanding for which the fair value was determined using a Monte Carlo simulation.

Note 10 — Revenue

5 unchanged sentences

Net sales disaggregated by major product line were as follows for the periods indicated:

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

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

(in thousands) 2025 2024 2025 2024

4 unchanged sentences

Net sales by geographic region were as follows for the periods indicated:

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

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

(in thousands) 2025 2024 2025 2024

8 unchanged sentences

Share-based compensation expense was as follows for the periods indicated:

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

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

(in thousands) 2025 2024 2025 2024

4 unchanged sentences

Total share-based compensation $ 2,455 $ 7,712 $ 11,239 $ 20,846

As of June 30, 2025 , total unrecognized compensation expense related to unvested share-based compensation totaled $ 30.9 million and is expected to be recognized over a weighted-average period of 2.1 years.

Total share-based compensation expense for the three and nine months ended September 30, 2025 includes reversal of expense related to the forfeiture of unvested awards of $ 2.6 million and $ 5.1 million, respectively.

As of September 30, 2025 , total unrecognized compensation expense related to unvested share-based compensation totaled $ 19.4 million and is expected to be recognized over a weighted-average period of 1.9 years.

Restricted Stock Units (“RSU”) and Performance-based Restricted Stock Units (“PSU”)

6 unchanged sentences

Forfeited ( 3,994,026 ) ( 1,007,055 ) 2.61 4.09

Outstanding - June 30, 2025

Outstanding - September 30, 2025

10,749,645 1,465,343 $ 2.06 $ 3.69

6 unchanged sentences

Expired ( 867,750 ) 13.74

Outstanding - June 30, 2025

Outstanding - September 30, 2025

2,540,845 13.55 5.45

Vested and Exercisable - June 30, 2025

Vested and Exercisable - September 30, 2025

2,528,490 13.49 5.44

Options vested and expected to vest - June 30, 2025

Options vested and expected to vest - September 30, 2025

2,540,845 $ 13.55 5.45

3 unchanged sentences

jurisdiction as required by ASC 740-270-30-36(a).

For the three and six months ended June 30, 2025, the Company recorded income tax benefit of $ 1.0 million and $ 0.1 million, respectively.

For the three and nine months ended September 30, 2025, the Company recorded income tax expense of $ 0.4 million and $ 0.3 million, respectively.

The AETR differed from the U.S.

federal statutory tax rate of 21% due primarily to a full valuation allowance against the Company's U.S.

deferred tax assets, income in foreign jurisdictions that are taxed at varying rates, and the tax impact of executive and share-based compensation expense.

For the three and six months ended June 30, 2024, the Company recorded income tax benefit of $ 0.4 million and $ 1.0 million, respectively.

deferred tax assets, income in foreign jurisdictions that are taxed at higher rates than the U.S.

federal rate, and the impact of discrete items that may occur in any given year but are not consistent from year to year.

For the three and nine months ended September 30, 2024, the Company recorded income tax expense of $ 1.9 million and $ 0.9 million, respectively.

The estimated worldwide AETR differed from the U.S.

6 unchanged sentences

The Company applies ASC 740, the accounting standard addressing the accounting for uncertainty in income taxes, which prescribes rules for recognition, measurement and classification in the financial statements of tax positions taken or expected to be taken in a tax return.

The Company has gross unrecognized tax benefits of $ 1.5 million and $ 1.2 million as of June 30, 2025 and December 31, 2024, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company is currently assessing its impact on its consolidated financial statements.

Note 13 — Net Income (Loss) Attributable to Common Stockholders

The following table sets forth the calculation of both basic and diluted net income (loss) per share as follows for the periods indicated:

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

The Company has gross unrecognized tax benefits of $ 1.5 million and $ 1.2 million as of September 30, 2025 and December 31, 2024, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted in the United States.

The Act includes corporate tax provisions that make 100% bonus depreciation permanent, allow for the expensing of domestic research costs, and modify the business interest expense limitation calculation.

The Company has completed its initial assessment of the provisions relevant to its U.S.

Based on this assessment, the Act is expected to reduce the Company’s U.S.

federal income taxes.

The Company has incorporated the Act's changes in its income tax provision for the nine months ended September 30, 2025, which did not have a material impact on the U.S.

effective tax rate and net deferred tax assets as the Company maintains a full valuation allowance in the United States.

Note 13 — Net Loss Attributable to Common Stockholders

The following table sets forth the calculation of both basic and diluted net loss per share as follows for the periods indicated:

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

(in thousands, except share and per share amounts) 2025 2024 2025 2024

Net income (loss) available to common stockholders - basic $ 19,712 $ 202 $ 9,616 $ ( 477 )

Net loss available to common stockholders - basic $ ( 11,031 ) $ ( 18,291 ) $ ( 1,415 ) $ ( 18,768 )

Adjustments related to the 2026 Notes (1)

— — ( 13,117 ) ( 25,186 )

Net income (loss) available to common stockholders - diluted $ 4,166 $ ( 14,449 ) $ ( 3,401 ) $ ( 28,199 )

Net loss available to common stockholders - diluted $ ( 11,031 ) $ ( 18,291 ) $ ( 14,532 ) $ ( 43,954 )

Weighted average common stock outstanding - basic

2 unchanged sentences

2026 Notes — — 11,273,231 19,036,398

RSUs 1,731,313 — — —

Weighted average common stock outstanding - diluted 126,890,888 124,057,602 137,294,187 142,667,209

Basic net income per share:

Basic net loss per share:

$ ( 0.09 ) $ ( 0.15 ) $ ( 0.01 ) $ ( 0.15 )

Dilutive net income (loss) per share:

Dilutive net loss per share:

$ ( 0.09 ) $ ( 0.15 ) $ ( 0.11 ) $ ( 0.31 )

(1) For the three and six months ended June 30, 2025 and June 30, 2024, the adjustments related to the 2026 Notes include the net gain related to the exchange and repurchases offset by interest expense and amortization of debt issuance costs related to the 2026 Notes (net of taxes).

(1) For the nine months ended September 30, 2025 and 2024, the adjustments related to the 2026 Notes include the net gain related to the exchange and repurchases offset by interest expense and amortization of debt issuance costs related to the 2026 Notes (net of taxes).

The following shares have been excluded from the calculation of the weighted average diluted shares outstanding as the effect 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

2026 Notes 3,919,522 17,559,686 — —

2028 Notes 87,412,575 — 87,412,575 —

RSUs 10,749,645 7,827,861 10,749,645 7,827,861

1 unchanged sentence

PSUs 1,465,343 2,302,162 1,465,343 2,302,162

For the three and six months ended June 30, 2025 and 2024, income and shares related to the Private Placement Warrants were excluded from the calculation of diluted net income (loss) per share of Class A Common Stock because their effect would be anti-dilutive.

For the three and nine months ended September 30, 2025 and 2024, income and shares related to the Private Placement Warrants were excluded from the calculation of diluted net loss per share of Class A Common Stock because their effect would be anti-dilutive.

Note 14 — Segment Information

5 unchanged sentences

The following summarizes the components of operating expenses for the periods indicated:

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

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

(in thousands) 2025 2024 2025 2024

19 unchanged sentences

The Company is currently evaluating the potential effect that the updated standard will have on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05 “Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets” which simplifies the application of the current expected credit loss model for current accounts receivable and current contract assets under ASC 606.

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted, and should be applied prospectively.

The Company is currently evaluating the potential effect that the updated standard will have on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06 “Intangibles:

Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software” which modernizes the accounting for internal-use software to current development practices, clarifies when to begin capitalizing costs, and enhances disclosure requirements.

ASU 2025-06 is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted, and should be applied either prospectively, retrospectively, or under a modified prospective transition approach.

The Company is currently evaluating the potential effect that the updated standard will have on its consolidated financial statements and related disclosures.

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