What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-04-30 · 134 added, 73 removed, 417 unchanged (33% of the section changed)

3 unchanged sentences

(in thousands, except share data)

Three Months Ended March 31,

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

2026 2025 2026 2025

Revenue $ 392,934 $ 353,557 $ 776,983 $ 695,532

7 unchanged sentences

Technology and development (1)

12,754 8,586 24,048 16,658

General and administrative (1)

5 unchanged sentences

Loss from investment in joint venture — — — ( 305 )

Operating income (loss) 4,776 ( 1,473 )

Operating income 6,376 2,314 11,152 841

Interest expense 1,832 3,682 3,707 6,893

Other (income), net ( 2,829 ) ( 11,914 ) ( 5,884 ) ( 15,154 )

Income (loss) before income taxes 5,956 ( 1,444 )

Income before income taxes 7,373 10,546 13,329 9,102

Income tax expense 542 1,133 1,618 1,172

Net income (loss) $ 4,880 $ ( 1,483 )

Net income (loss) per share:

Net income $ 6,831 $ 9,413 $ 11,711 $ 7,930

Net income per share:

Basic $ 0.16 $ 0.22 $ 0.27 $ 0.19

13 unchanged sentences

(in thousands)

Three Months Ended March 31,

Net income (loss) $ 4,880 $ ( 1,483 )

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

2026 2025 2026 2025

Net income $ 6,831 $ 9,413 $ 11,711 $ 7,930

Other comprehensive income (loss):

7 unchanged sentences

(in thousands, except share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Assets (unaudited)

2 unchanged sentences

Short-term investments 249,131 232,706

Accounts and other receivables, net of allowance for credit losses of $ 2,419 at March 31, 2026 and $ 1,311 at December 31, 2025

Accounts and other receivables, net of allowance for credit losses of $ 2,886 at June 30, 2026 and $ 1,311 at December 31, 2025

302,191 301,945

23 unchanged sentences

$ 0.00001 par value per share, 100,000,000 shares authorized;

44,648,800 and 43,620,614 issued and outstanding at March 31, 2026;

44,899,727 and 43,871,541 issued and outstanding at June 30, 2026;

44,430,267 and 43,402,081 shares issued and outstanding at December 31, 2025

6 unchanged sentences

Treasury stock, at cost:

1,028,186 shares at March 31, 2026 and December 31, 2025

1,028,186 shares at June 30, 2026 and December 31, 2025

( 16,534 ) ( 16,534 )

5 unchanged sentences

(in thousands, except share amounts)

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Treasury Stock Total Stockholders' Equity

Shares Amount

Balance at April 1, 2026 43,620,614 $ — $ 613,624 $ ( 693 ) $ ( 201,575 ) $ ( 16,534 ) $ 394,822

Issuance of common stock in connection with the Company's equity award programs, net of tax withholdings 250,927 — ( 72 ) — — — ( 72 )

Stock-based compensation expense — — 10,014 — — — 10,014

Other comprehensive loss — — — ( 1,925 ) — — ( 1,925 )

Net income — — — — 6,831 — 6,831

Balance at June 30, 2026 43,871,541 $ — $ 623,566 $ ( 2,618 ) $ ( 194,744 ) $ ( 16,534 ) $ 409,670

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Treasury Stock Total Stockholders' Equity

Shares Amount

Balance at April 1, 2025 42,775,955 $ — $ 578,293 $ ( 715 ) $ ( 227,371 ) $ ( 16,534 ) $ 333,673

Issuance of common stock in connection with the Company's equity award programs, net of tax withholdings 211,817 — ( 469 ) — — — ( 469 )

Stock-based compensation expense — — 9,465 — — — 9,465

Other comprehensive income — — — 3,372 — — 3,372

Net income — — — — 9,413 — 9,413

Balance at June 30, 2025 42,987,772 $ — $ 587,289 $ 2,657 $ ( 217,958 ) $ ( 16,534 ) $ 355,454

Trupanion, Inc.

Condensed Consolidated Statements of Stockholders' Equity

(in thousands, except share amounts)

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Treasury Stock Total Stockholders' Equity

Shares Amount

Balance at January 1, 2026 43,402,081 $ — $ 604,828 $ 2,097 $ ( 206,455 ) $ ( 16,534 ) $ 383,936

3 unchanged sentences

Net income — — — — 11,711 — 11,711

Balance at March 31, 2026 43,620,614 $ — $ 613,624 $ ( 693 ) $ ( 201,575 ) $ ( 16,534 ) $ 394,822

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Treasury Stock Total Stockholders' Equity

Balance at June 30, 2026 43,871,541 $ — $ 623,566 $ ( 2,618 ) $ ( 194,744 ) $ ( 16,534 ) $ 409,670

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Treasury Stock Total Stockholders' Equity

Shares Amount

3 unchanged sentences

Other comprehensive income — — — 5,269 — — 5,269

Net loss — — — — ( 1,483 ) — ( 1,483 )

Balance at March 31, 2025 42,775,955 $ — $ 578,293 $ ( 715 ) $ ( 227,371 ) $ ( 16,534 ) $ 333,673

Net income — — — — 7,930 — 7,930

Balance at June 30, 2025 42,987,772 $ — $ 587,289 $ 2,657 $ ( 217,958 ) $ ( 16,534 ) $ 355,454

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities

Net income (loss) $ 4,880 $ ( 1,483 )

Adjustments to reconcile net income (loss) to cash provided by operating activities:

Net income $ 11,711 $ 7,930

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization 7,379 7,753

Stock-based compensation expense 18,969 19,286

Realized gain on nonmonetary exchange of preferred stock investment — ( 7,783 )

Other, net ( 378 ) 951

11 unchanged sentences

Other ( 17 ) 1,200

Net cash provided by (used in) investing activities 113 ( 8,973 )

Net cash used in investing activities ( 22,430 ) ( 51,440 )

Financing activities

11 unchanged sentences

Purchases of property, equipment, and internal-use software included in accounts payable and accrued liabilities $ 605 $ 296

Purchase of intellectual property in exchange for preferred stock investment $ — $ 14,783

See accompanying notes to the condensed consolidated financial statements.

12 unchanged sentences

The Company's accounting policies are described in Note 1 to the audited financial statements included in the 2025 10-K.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year or any other interim period.

Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year or any other interim period.

Use of Estimates

9 unchanged sentences

The Company is currently evaluating the impact of adopting ASU 2025-06.

Net Income (Loss) per Share

Basic net income (loss) per share is computed using the weighted average number of shares of common stock outstanding during the period.

Diluted net income (loss) per share is calculated using the weighted average number of shares of common stock plus, when dilutive, potential shares of common stock outstanding using the treasury-stock method.

Net Income per Share

Basic net income per share is computed using the weighted average number of shares of common stock outstanding during the period.

Diluted net income per share is calculated using the weighted average number of shares of common stock plus, when dilutive, potential shares of common stock outstanding using the treasury-stock method.

Potential shares of common stock outstanding include stock options, and unvested restricted stock units.

The components of basic and diluted earnings per share were as follows (in thousands, except share and per share information):

Three Months Ended March 31,

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

2026 2025 2026 2025

Basic earnings per share:

Net income (loss) $ 4,880 $ ( 1,483 )

Net income $ 6,831 $ 9,413 $ 11,711 $ 7,930

Shares used in computation:

2 unchanged sentences

Diluted earnings per share:

Net income (loss) $ 4,880 $ ( 1,483 )

Net income $ 6,831 $ 9,413 $ 11,711 $ 7,930

Shares used in computation:

5 unchanged sentences

The following potentially dilutive equity securities were not included in the diluted earnings per share of common stock calculation because they would have had an antidilutive effect:

Three Months Ended March 31,

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

2026 2025 2026 2025

Stock options — — — —

3 unchanged sentences

Held-to-maturity securities are classified as short-term versus long-term investments based on their maturity dates.

The amortized cost, gross unrealized holding gains and losses, and estimated fair value of long-term and short-term investments by major security type and class of security were as follows as of March 31, 2026 and December 31, 2025 (in thousands):

As of March 31, 2026

The amortized cost, gross unrealized holding gains and losses, and estimated fair value of long-term and short-term investments by major security type and class of security were as follows as of June 30, 2026 and December 31, 2025 (in thousands):

As of June 30, 2026

Long-term investments:

32 unchanged sentences

Future maturities of investments classified as available-for-sale and held-to-maturity are as follows (in thousands):

As of March 31, 2026

As of June 30, 2026

Available-for-sale:

14 unchanged sentences

$ 46,714 $ 46,706

The following tables present the gross unrealized losses and related fair values for the Company's investment in available-for-sale securities, grouped by duration of time in a continuous unrealized loss position as of March 31, 2026 and December 31, 2025 (in thousands):

The following tables present the gross unrealized losses and related fair values for the Company's investment in available-for-sale securities, grouped by duration of time in a continuous unrealized loss position as of June 30, 2026 and December 31, 2025 (in thousands):

Less than 12 Months 12 Months or More Total

Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss

As of March 31, 2026

As of June 30, 2026

treasury securities $ 91,412 $ ( 869 ) $ — $ — $ 91,412 $ ( 869 )

11 unchanged sentences

Total $ 10,732 $ ( 14 ) $ 967 $ ( 12 ) $ 11,699 $ ( 26 )

As of March 31, 2026, 70 of the securities held were in an unrealized loss position.

As of June 30, 2026, 109 of the securities held were in an unrealized loss position.

Unrealized losses on available-for-sale investments relate to interest rate changes.

2 unchanged sentences

The Company does not expect material credit losses from its held-to-maturity investments, considering the composition of the investment portfolio and the credit loss history of these investments.

Proceeds from the sales of fixed maturity investments classified as available-for-sale were $ 39.3 million and $ 29.6 million during the three months ended March 31, 2026 and 2025, respectively.

Proceeds from the sales of fixed maturity investments classified as available-for-sale were $ 78.4 million and $ 81.2 million during the six months ended June 30, 2026 and 2025, respectively.

Other Investments

Preferred Stock Investment and Nonmonetary Exchange

The Company invested $ 7.0 million in the preferred stock of a variable interest entity, Baystride, Inc.

("Baystride"), a U.S.-based privately held corporation operating in the pet food industry.

The Company did not have power over the activities that most significantly impact the economic performance of the entity and was, therefore, not the primary beneficiary.

The preferred stock investment in the entity was redeemable and, therefore, was accounted for as an available-for-sale debt security and measured at fair value at each balance sheet date and as of the transaction date.

The estimated fair value of the preferred stock investment was a Level 3 measurement, and was based on certain unobservable inputs such as the value of the underlying enterprise, volatility, time to liquidity, and market interest rates.

Significant changes in any of these unobservable inputs would result in a change in the fair value measurement.

On June 3, 2025, the Company entered into a purchase agreement for intellectual property developed by Baystride.

In exchange for this intellectual property, the Company transferred all of its Baystride preferred stock back to Baystride.

The Company concluded that the transaction met the definition of a nonmonetary exchange and an asset acquisition.

The Company determined that the cost to acquire the intellectual property was $ 14.9 million, which was comprised of the fair value of the Baystride preferred stock relinquished of $ 14.8 million and direct transaction costs of $ 0.1 million.

The acquired intellectual property has been recorded as a patent within Intangible assets, net on the Company's Consolidated Balance Sheet and will be amortized over a 20-year useful life.

The nonmonetary exchange resulted in a gain of $ 7.8 million, calculated as the difference between the Company's initial $ 7.0 million investment in Baystride's preferred stock and its $ 14.8 million fair value on the transaction date.

This gain was recorded to Other (income), net within the Company's Consolidated Statements of Operations.

Fair Value Disclosures

The following table summarizes, by major security type, the Company's assets that are measured at fair value on a recurring basis, and placement within the fair value hierarchy (in thousands):

As of March 31, 2026

As of June 30, 2026

Fair Value Level 1 Level 2 Level 3

20 unchanged sentences

The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer.

There were no transfers between levels for the three months ended March 31, 2026 and the year ended December 31, 2025.

There were no transfers between levels for the six months ended June 30, 2026 and the year ended December 31, 2025.

Fair Value Disclosures - Other Assets and Liabilities

The Company's other long-term assets balance also included notes receivable of $ 2.4 million and $ 2.5 million as of March 31, 2026 and December 31, 2025, respectively, recorded at their estimated collectible amount.

The Company estimates that the carrying value of the notes receivable approximates the fair value.

Notes receivable of $ 2.4 million were included in Prepaid expenses and other assets as of June 30, 2026, and $ 2.5 million were included in Other long-term assets as of December 31, 2025.

Classification of notes receivable in the Company's Consolidated Balance Sheets is determined based on the expected maturity of each note.

The Company records notes receivable at their estimated collectible amount and estimates that the carrying value of notes receivable approximates their fair value.

The estimated fair value represents a Level 3 measurement within the fair value hierarchy, and is based on market interest rates and the assessed creditworthiness of the third party.

1 unchanged sentence

This is a Level 3 measurement.

Based upon the terms of the debt, the carrying amount of long-term debt approximated fair value at March 31, 2026.

Based upon the terms of the debt, the carrying amount of long-term debt approximated fair value at June 30, 2026.

Commitments and Contingencies

13 unchanged sentences

Summarized below are the changes in total liability for the Company's subscription business segment (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Subscription 2026 2025

Reserve at beginning of year $ 26,364 $ 23,084

Veterinary invoices during the period related to:

Veterinary invoice expenses during the period related to:

Current year 383,806 338,923

7 unchanged sentences

Reserve at end of period $ 27,784 $ 25,907

The Company had unfavorable development on veterinary invoice reserves of $ 3.1 million for the three months ended March 31, 2026, including unfavorable development of $0.1 million attributable to accident year 2025 and unfavorable development of $3.0 million attributable to accident year 2024 and prior.

The Company had unfavorable development on veterinary invoice reserves of $ 2.4 million for the six months ended June 30, 2026, including favorable development of $0.5 million attributable to accident year 2025 and unfavorable development of $2.9 million attributable to accident year 2024 and prior.

The favorable development for accident year 2025 was primarily driven by lower than expected frequency of claims.

The unfavorable development for accident year 2024 and prior was primarily driven by higher than expected frequency of claims.

1 unchanged sentence

Summarized below are the changes in total liability for the Company's other business segment (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Other Business 2026 2025

Reserve at beginning of year $ 29,557 $ 28,551

Veterinary invoices during the period related to:

Veterinary invoice expenses during the period related to:

Current year 171,494 167,448

7 unchanged sentences

Reserve at end of period $ 23,938 $ 26,616

The Company had unfavorable development on veterinary invoice reserves for the other business segment of $ 3.7 million for the three months ended March 31, 2026, including unfavorable development on veterinary invoice reserves of $2.9 million attributable to accident year 2025 and unfavorable development of $0.8 million attributable to accident year 2024 and prior.

The unfavorable development for accident year 2025 and prior was primarily driven by higher than expected frequency of claims.

The Company had unfavorable development on veterinary invoice reserves for the other business segment of $ 3.2 million for the six months ended June 30, 2026, including unfavorable development on veterinary invoice reserves of $2.5 million attributable to accident year 2025 and unfavorable development of $0.7 million attributable to accident year 2024 and prior.

The unfavorable development for accident years 2025 and prior was primarily driven by higher than expected frequency of claims.

Reserve for veterinary invoices, by year of occurrence

In the following tables, the reserve for veterinary invoices for each segment is presented as the amount (in thousands) by the year to which the veterinary invoice relates, referred to as the year of occurrence.

Subscription As of March 31, 2026

Subscription As of June 30, 2026

Year of Occurrence

2024 and prior $ 1,867

Other Business As of March 31, 2026

Other Business As of June 30, 2026

Year of Occurrence

6 unchanged sentences

(a) an initial term loan in an aggregate principal amount of $ 100.0 million ("PNC Initial Term Loan"), which was funded at closing;

(b) commitments for revolving loans in an aggregate principal amount at any time outstanding not in excess of $ 20.0 million (PNC Revolving Loans), of which $ 15.0 million was drawn and the rest may be drawn at any time prior to maturity.

(b) commitments for revolving loans in an aggregate principal amount at any time outstanding not in excess of $ 20.0 million (PNC Revolving Loans), of which $ 15.0 million was originally drawn.

Additionally, $1.5 million of borrowing capacity has been reserved for an irrevocable letter of credit pursuant to the Company's manufacturing facility lease.

Remaining undrawn or uncommitted amounts may be drawn at any time prior to maturity.

The PNC Facility is secured by substantially all assets of the Company and its subsidiaries.

1 unchanged sentence

The credit agreement with PNC Bank contains financial and other covenants.

As of March 31, 2026, the Company was in compliance with all financial and other covenants.

As of June 30, 2026, the Company was in compliance with all financial and other covenants.

During the third quarter of 2026, the Company amended the PNC Facility to modify certain financial covenants, increasing the capacity for share repurchases under the Company's new share repurchase program.

To the extent not previously paid, the PNC Facility is due and payable on November 4, 2028.

2 unchanged sentences

Loans under the PNC Facility bear interest at a reference rate plus an applicable margin, which will generally be the SOFR reference rate plus 2.75% per annum.

The stated interest rate as of March 31, 2026 was approximately 6.45 % fo r the aggregate outstanding term loans.

The stated interest rate as of June 30, 2026 was approximately 6.48 % fo r the aggregate outstanding term loans.

The Company incurred total debt issuance cost of approximat ely $ 0.8 million, wh ich is reported in the Consolidated Balance Sheet as a direct reduction from the carrying amount of the PNC Facility, and is amortized as interest expense over the term of three years.

Future principal payments on outstanding borrowings as of March 31, 2026 are as follows (in thousands):

Year Ending December 31, As of March 31, 2026

Future principal payments on outstanding borrowings as of June 30, 2026 are as follows (in thousands):

Year Ending December 31, As of June 30, 2026

Total $ 107,500

2 unchanged sentences

Stock-based compensation expense recognized in each category of the Consolidated Statements of Operations was as follows (in thousands):

Three Months Ended March 31,

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

2026 2025 2026 2025

Veterinary invoice expense $ 505 $ 774 $ 1,065 $ 1,544

13 unchanged sentences

Forfeited ( 1,751 ) 10.18 —

Outstanding as of March 31, 2026 168,523 17.34 1,394

Exercisable as of March 31, 2026 168,523 $ 17.34 $ 1,394

As of March 31, 2026, stock options outstanding and stock options exercisable had a weighted average remaining contractual life of 1.0 year.

Outstanding as of June 30, 2026 142,135 17.65 1,011

Exercisable as of June 30, 2026 142,135 $ 17.65 $ 1,011

As of June 30, 2026, stock options outstanding and stock options exercisable had a weighted average remaining contractual life of 0.8 years.

The Company has not granted any new stock options since 2017 and all outstanding options vested prior to January 1, 2022.

8 unchanged sentences

Forfeited ( 84,274 ) 43.15

Unvested shares as of March 31, 2026 1,547,528 $ 34.37

Unvested shares as of June 30, 2026 1,380,892 $ 32.32

Stock-based compensation expenses of $ 42.5 million related to unvested restricted stock units are expected to be recognized over a weighted average period of approximately 1.9 years.

1 unchanged sentence

Common Stock and Preferred Stock

As of March 31, 2026, the Company had 100,000,000 shares of common stock authorized and 43,620,614 shares of common stock outstanding.

As of June 30, 2026, the Company had 100,000,000 shares of common stock authorized and 43,871,541 shares of common stock outstanding.

Holders of common stock are entitled to one vote on each matter properly submitted to the stockholders of the Company except those related to matters concerning possible outstanding preferred stock.

At March 31, 2026, the Company had 10,000,000 shares of undesignated preferred stock authorized for future issuance and did not have any outstanding shares of preferred stock.

As of June 30, 2026, the Company had 10,000,000 shares of undesignated preferred stock authorized for future issuance and did not have any outstanding shares of preferred stock.

The holders of common stock are also entitled to receive dividends as and when declared by the board of directors of the Company (the "Board"), whenever funds are legally available.

2 unchanged sentences

Share Repurchase Program

In April 2021, the Board approved a share repurchase program, pursuant to which the Company may, between May 2021 and May 2026, repurchase outstanding shares of the Company's common stock.

The Company repurchased no shares during the three months ended March 31, 2026 and 2025, respectively.

In April 2021, the Board approved a share repurchase program, pursuant to which the Company was authorized to repurchase outstanding shares of its common stock, between May 2021 and May 2026.

In June 2026, the Board approved a new share repurchase program, pursuant to which the Company is authorized to repurchase up to an aggregate of $ 100.0 million of its outstanding shares of common stock, with no expiration date.

The Company is not obligated to repurchase any specific number or dollar amount of shares, and the timing and actual number of shares repurchased will depend on a variety of factors, including the Company’s compliance with the PNC Facility, available cash, cash flow from operations, stock price, general economic, business and market conditions, and alternative investment opportunities.

The Company repurchased no shares during the six months ended June 30, 2026 and 2025, respectively.

Accumulated Comprehensive Income (Loss)

A summary of the components of Accumulated other comprehensive income (loss) is as follows (in thousands):

Three months ended March 31, 2026 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of January 1, 2026 $ 720 $ 1,377 $ 2,097

Three months ended June 30, 2026 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of April 1, 2026 $ ( 557 ) $ ( 136 ) $ ( 693 )

Other comprehensive loss ( 979 ) ( 946 ) ( 1,925 )

Balance as of June 30, 2026 $ ( 1,536 ) $ ( 1,082 ) $ ( 2,618 )

Three months ended June 30, 2025 Foreign Currency Translation Net Unrealized Gain on Available-for-Sale Securities Total

Balance as of April 1, 2025 $ ( 1,761 ) $ 1,046 $ ( 715 )

Other comprehensive income 3,202 170 3,372

Balance as of March 31, 2026 $ ( 557 ) $ ( 136 ) $ ( 693 )

Three months ended March 31, 2025 Foreign Currency Translation Net Unrealized Gain on Available-for-Sale Securities Total

Balance as of June 30, 2025 $ 1,441 $ 1,216 $ 2,657

Six Months Ended June 30, 2026 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of January 1, 2026 $ 720 $ 1,377 $ 2,097

Other comprehensive loss ( 2,256 ) ( 2,459 ) ( 4,715 )

Balance as of June 30, 2026 $ ( 1,536 ) $ ( 1,082 ) $ ( 2,618 )

Six Months Ended June 30, 2025 Foreign Currency Translation Net Unrealized Gain on Available-for-Sale Securities Total

Balance as of January 1, 2025 $ ( 3,113 ) $ 501 $ ( 2,612 )

Other comprehensive income 4,554 715 5,269

Balance as of March 31, 2025 $ ( 1,761 ) $ 1,046 $ ( 715 )

Balance as of June 30, 2025 $ 1,441 $ 1,216 $ 2,657

In connection with the nonmonetary exchange discussed in Note 4, the Company reclassified $0.9 million of previously unrealized gain from Accumulated other comprehensive income (loss) to Other (income), net during the six months ended June 30, 2025.

The Company has two reporting segments:

10 unchanged sentences

The Company does not analyze discrete segment balance sheet information related to long-term assets.

Substantially all of the Company’s long-lived assets were located in the United States as of March 31, 2026 and December 31, 2025.

Substantially all of the Company’s long-lived assets were located in the United States as of June 30, 2026 and December 31, 2025.

Operating income (loss) of the Company’s segments was as follows (in thousands):

Three Months Ended March 31,

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

2026 2025 2026 2025

Subscription business:

17 unchanged sentences

Loss from investment in joint venture — — — ( 305 )

Operating income (loss) 4,776 ( 1,473 )

Operating income 6,376 2,314 11,152 841

Interest expense 1,832 3,682 3,707 6,893

Other (income), net ( 2,829 ) ( 11,914 ) ( 5,884 ) ( 15,154 )

Income (loss) before income taxes $ 5,956 $ ( 1,444 )

Income before income taxes $ 7,373 $ 10,546 $ 13,329 $ 9,102

The following table presents the Company’s revenue by geographic region of the member (in thousands):

Three Months Ended March 31,

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

2026 2025 2026 2025

United States $ 325,918 $ 293,979 $ 644,096 $ 579,803

1 unchanged sentence

Total revenue $ 392,934 $ 353,557 $ 776,983 $ 695,532

The effective tax rate for the quarter ended March 31, 2026 was 18.1 % compared to ( 2.7 )% for the quarter ended March 31, 2025, primarily due to the transfer of our Canadian insurance business to GPIC, resulting in an increase in taxable income in Canada .

The effective tax rate for the three months ended June 30, 2026 was 7.4 % compared to 10.7 % for the three months ended June 30, 2025, primarily due to the initial transfer of our Canadian insurance business to GPIC in 2025, which resulted in a true-up to the annual effective tax rate for the three months ended June 30, 2025.

The effective tax rate for the six months ended June 30, 2026 was 12.1 % compared to 12.9 % for the six months ended June 30, 2025, primarily due to a change in the jurisdictional makeup of income and losses.

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