What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-07-31 · 148 added, 128 removed, 310 unchanged (47% of the section changed)

33 unchanged sentences

• our expectations as to the timing of the discontinuation of any Sunset Assets (as defined below), as well as the composition of Sunset Assets;

• our 2025 Share Repurchase Plan (as defined in Note 10.

Stockholders' Deficit ), including expectations regarding the timing and manner of repurchases made under the 2025 Share Repurchase Plan;

• our expectations as to the payment of dividends;

13 unchanged sentences

Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

law titled The Big Beautiful Bill Act was signed into law on July 4, 2025, including several extensions to The Tax Cuts and Jobs Act passed in 2017.

The new law also contains several new tax provisions.

The company is currently assessing the impact of these provisions on future tax estimates.

tax legislation titled the One Big Beautiful Bill Act (“OBBBA”) was signed into law on July 4, 2025 which makes permanent with modifications many of the provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were scheduled to expire at the end of 2025.

The legislation primarily impacted the deferred tax liability and income tax payable related to the provisions for the elimination of the capitalization of onshore research and development costs (Section 174), the business interest deduction limitation (Section 163j) and the reintroduction of 100% bonus depreciation for qualified property (Section 168).

We are continuing to monitor additional provisions of the OBBBA that become effective through 2027 for potential future impact.

The financial impact of the OBBBA impacting the 2025 tax year is included in the Company's operating results for the three and nine months ended September 30, 2025.

Upland Software, Inc.

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Core Organic Growth Rate does not represent actual organic revenue generated by our business as it stood at the beginning of the respective period.

For the three-month period ended June 30, 2025, our Core Organic Growth Rate was 1.2%.

Core Organic Growth Rates are not necessarily indicative of either future results of operations or actual results that might have been achieved had certain Sunset Asset classifications not been made or had certain acquisitions or dispositions been consummated on the

first day of the prior year period presented.

For the three-month period ended September 30, 2025, our Core Organic Growth Rate was 2.6%.

We believe that this metric is useful to management and investors in analyzing our financial and operational performance period-over-period along with evaluating the growth of our business normalized for the impact of acquisitions and dispositions, as well as adjusting for the exclusion of non-core Sunset Assets and non-committed Overage Charges.

For example, by including pre-acquisition revenue, Core Organic Growth Rate allows us to measure the underlying revenue growth of our business as of the end of the period presented, which we believe provides insight into our current performance.

Related Defined Terms

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The following table represents a reconciliation of total revenue, the most comparable GAAP measure, to core organic revenue for each of the periods indicated.

Three Months Ended June 30,

Three Months Ended September 30,

(dollars in thousands)

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The following table represents a reconciliation of net loss from continuing operations, the most comparable GAAP measure, to Adjusted EBITDA for each of the periods indicated.

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

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

2025 2024 2025 2024

3 unchanged sentences

Depreciation and amortization expense 7,552 13,807 25,367 41,406

Interest expense, net 4,136 5,056 6,579 10,014

Interest expense (income), net 4,204 (2,337) 10,783 7,677

Loss on debt extinguishment 2,301 — 2,301 —

Other expense (income), net (249) 229 1,587 109

Benefit from (provision for) income taxes (171) 1,210 (1,516) 663

Provision for (benefit from) income taxes (259) 530 (1,775) 1,193

Stock-based compensation expense 2,323 3,423 8,072 12,078

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The period-to-period comparisons of results of operations are not necessarily indicative of results for future periods.

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

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

2025 2024 2025 2024

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Total operating expenses 33,501 66 % 50,298 75 % 127,143 76 % 245,862 119 %

Loss from operations (7,035) (13) % (5,371) (8) % (8,087) (7) % (97,012) (70) %

Income (loss) from operations 5,348 11 % (3,311) (5) % (2,739) (2) % (100,323) (49) %

Other expense:

1 unchanged sentence

Loss on divestitures of businesses (473) (1) % — — % (24,364) (15) % — — %

Loss on debt extinguishment (2,301) (5) % — — % (2,301) (1) % — — %

Other income (expense), net 249 — % (229) — % (1,587) (16) % (109) — %

11 unchanged sentences

Stockholders' Deficit” .

(2) Includes general and administrative stock-based compensation of $2.6 million and $3.9 million for the three months June 30, 2025 and June 30, 2024, respectively, and $4.6 million and $6.3 million for the six months ended June 30, 2025 and June 30, 2024, respectively.

General and administrative expense excluding stock-based compensation as a percentage of total revenues was 14% and 14% for the three months ended June 30, 2025 and June 30, 2024, respectively, and 15% and 15% for the six months ended June 30, 2025 and June 30, 2024.

$ 2,561 14 % $ 3,934 14 % $ 4,573 15 % $ 6,267 15 %

(3) Includes depreciation and amortization of $1.3 million and $2.4 million for the three months ended June 30, 2025 and June 30, 2024, respectively, and $3.0 million and $4.8 million for the six months ended June 30, 2025 and June 30, 2024, respectively.

Comparison of the Three and Six Months Ended June 30, 2025 and 2024

Divestitures regarding product lines divested in the three and six months ended June 30, 2025.

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

(2) Includes general and administrative stock-based compensation of $2.1 million and $2.4 million for the three months September 30, 2025 and September 30, 2024, respectively, and $6.7 million and $8.6 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.

General and administrative expense excluding stock-based compensation as a percentage of total revenues was 13% and 13% for the three months ended September 30, 2025 and September 30, 2024, respectively, and 14% and 14% for the nine months ended September 30, 2025 and September 30, 2024.

(3) Includes depreciation and amortization of $1.2 million and $2.3 million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $4.2 million and $7.1 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024

Divestitures regarding product lines divested in the nine months ended September 30, 2025.

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

2025 2024 % Change 2025 2024 % Change

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Total revenue $ 50,526 $ 66,692 (24) % $ 167,564 $ 206,767 (19) %

Percentage of revenue:

Percentage of total revenue:

Subscription and support 94% 96% 95% 95%

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Total revenue 100% 100% 100% 100%

For the Three Months Ended June 30, 2025

Total revenue was $53.4 million in the three months ended June 30, 2025, compared to $69.3 million in the three months ended June 30, 2024, a decrease of $15.9 million, or 23%.

For the Three Months Ended September 30, 2025

Total revenue was $50.5 million in the three months ended September 30, 2025, compared to $66.7 million in the three months ended September 30, 2024, a decrease of $16.2 million, or 24%.

This decrease is primarily due to the expected declines in revenue related to divested product lines of $16.8 million and revenue related to Sunset Assets of $0.5 million.

The remaining change results from declines in professional services revenue of $0.2 million, and perpetual license revenue of $0.5 million, offset by an increase in subscription and support revenue of $0.3 million related to core products.

For the Six Months Ended June 30, 2025

Total revenue was $117.0 million in the six months ended June 30, 2025, compared to $140.1 million in the six months ended June 30, 2024, a decrease of $23.1 million, or 16%.

These decreases are offset by an increase in subscription and support revenue of $1.1 million related to core products.

For the Nine Months Ended September 30, 2025

Total revenue was $167.6 million in the nine months ended September 30, 2025, compared to $206.8 million in the nine months ended September 30, 2024, a decrease of $39.2 million, or 19%.

This decrease is primarily due to the expected declines in revenue related to divested product lines of $36.8 million and related to Sunset Assets of $2.7 million.

The remaining decrease results from declines in subscription and support revenue of $0.3 million, perpetual license revenue of $0.2 million, and professional services revenue of $0.4 million related to core products.

The remaining decrease results from declines in perpetual license revenue of $0.1 million and professional services revenue of $0.4 million, offset by an increase in subscription and support revenue of $0.8 million related to core products.

Cost of Revenue

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

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

2025 2024 % Change 2025 2024 % Change

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Stock Compensation $ 69 $ 199 $ 333 $ 584

For the Three Months Ended June 30, 2025

Cost of subscription and support revenue was $12.4 million in the three months ended June 30, 2025, compared to $19.2 million in the three months ended June 30, 2024, a decrease of $6.8 million, or 36%.

For the Three Months Ended September 30, 2025

Cost of subscription and support revenue was $10.8 million in the three months ended September 30, 2025, compared to $18.4 million in the three months ended September 30, 2024, a decrease of $7.6 million, or 42%.

The decrease related to divested product lines was $7.0 million attributable to infrastructure costs, variable telecom carrier costs, personnel costs and non-cash amortization of divested intangibles.

The decrease related to Sunset assets was $0.4 million and the remaining decrease related to decreases of $0.3 million in personnel-related expenses and $0.4 million in non-cash amortization of intangibles in our on-going product lines.

Cost of professional services and other revenue was $1.0 million in the three months ended June 30, 2025, compared to $1.2 million in the three months ended June 30, 2024, a decrease of $0.2 million, or 17%.

The decrease related to Sunset assets was $0.2 million and the remaining decrease related to a reduction of $0.4 million in non-cash amortization of intangibles in our on-going product lines.

Cost of professional services and other revenue was $0.9 million in the three months ended September 30, 2025, compared to $1.3 million in the three months ended September 30, 2024, a decrease of $0.4 million, or 28%.

The decrease in cost of professional services and other revenue was comprised of a decrease in personnel-related expenses of $0.1 million in our divested product lines and $0.3 million in our on-going product lines.

For the Six Months Ended June 30, 2025

Cost of subscription and support revenue was $29.4 million in the six months ended June 30, 2025, compared to $39.1 million in the six months ended June 30, 2024, a decrease of $9.7 million, or 25%.

For the Nine Months Ended September 30, 2025

Cost of subscription and support revenue was $40.1 million in the nine months ended September 30, 2025, compared to $57.5 million in the nine months ended September 30, 2024, a decrease of $17.4 million, or 30%.

The decrease related to divested product lines was $15.0 million attributable to infrastructure costs, variable telecom carrier costs, personnel costs and non-cash amortization of divested intangibles.

The decrease related to Sunset Assets was $0.8 million and the remaining decrease related to decreases of $0.5 million in personnel-related expenses and $0.6 million in non-cash amortization of intangibles in our on-going product lines.

Cost of professional services and other revenue was $2.1 million in the six months ended June 30, 2025, compared to $2.4 million in the six months ended June 30, 2024, a decrease of $0.3 million, or 13%.

The decrease related to Sunset Assets was $0.8 million and the remaining decrease related to a reduction of $0.6 million in personnel-related expenses and $1.0 million in non-cash amortization of intangibles in our on-going product lines.

Cost of professional services and other revenue was $3.0 million in the nine months ended September 30, 2025, compared to $3.7 million in the nine months ended September 30, 2024, a decrease of $0.7 million, or 18%.

The decrease in cost of professional services and other revenue was comprised of a decrease in personnel-related expenses of $0.3 million in our divested product lines and $0.4 million in our on-going product lines.

1 unchanged sentence

Sales and Marketing Expense

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

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

2025 2024 % Change 2025 2024 % Change

5 unchanged sentences

Stock Compensation $ 80 $ 398 $ 384 $ 1,156

For the Three Months Ended June 30, 2025

Sales and marketing expense was $10.8 million in the three months ended June 30, 2025, compared to $16.8 million in the three months ended June 30, 2024, a decrease of $6.0 million, or 36%.

For the Three Months Ended September 30, 2025

Sales and marketing expense was $9.7 million in the three months ended September 30, 2025, compared to $16.3 million in the three months ended September 30, 2024, a decrease of $6.6 million, or 41%.

The decrease related to divested product lines was $3.9 million comprised of $3.5 million in personnel-related costs and $0.4 million in marketing spend.

The remaining decrease was related to decreases of $0.4 million in costs related to our Sunset Assets, and $2.1 million in personnel-related costs and $0.3 million in marketing spend related to our on-going product lines.

For the Six Months Ended June 30, 2025

Sales and marketing expense was $24.5 million in the six months ended June 30, 2025, compared to $33.8 million in the six months ended June 30, 2024, a decrease of $9.3 million, or 27%.

The remaining decrease was related to decreases of $0.1 million in costs related to our Sunset Assets, and $2.6 million related to declines in personnel-related costs and marketing spend in our on-going product lines.

For the Nine Months Ended September 30, 2025

Sales and marketing expense was $34.2 million in the nine months ended September 30, 2025, compared to $50.1 million in the nine months ended September 30, 2024, a decrease of $15.9 million, or 32%.

The decrease related to divested product lines was $9.2 million comprised of $8.1 million in personnel-related costs and $1.1 million in marketing spend and other sales costs.

1 unchanged sentence

Research and Development Expense

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

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

2025 2024 % Change 2025 2024 % Change

5 unchanged sentences

Stock Compensation $ 89 $ 470 $ 697 $ 1,714

For the Three Months Ended June 30, 2025

Research and development expense was $9.8 million in the three months ended June 30, 2025, compared to $12.2 million in the three months ended June 30, 2024, a decrease of $2.4 million, or 19.7%.

The decrease in research and development expense is primarily attributable to a $1.9 million decrease in personnel-related costs in our divested product lines, a $0.2 million decrease in personnel-related costs in our Sunset Assets and a $0.3 million decrease in personnel-related costs in our remaining product lines.

These decreases reflect the termination of our out-sourced research and development contract and the continued use of our India Center of Excellence.

For the Six Months Ended June 30, 2025

Research and development expense was $21.3 million in the six months ended June 30, 2025, compared to $24.6 million in the six months ended June 30, 2024 a decrease of $3.3 million, or 13.5%.

For the Three Months Ended September 30, 2025

Research and development expense was $7.9 million in the three months ended September 30, 2025, compared to $11.4 million in the three months ended September 30, 2024, a decrease of $3.5 million, or 31.1%.

The decrease in research and development expense is primarily attributable to a $2.4 million decrease in personnel-related costs in our divested product lines and a $1.1 million decrease in personnel-related costs in our remaining product lines.

These decreases reflect the termination of our out-sourced research and development contract and the continued use of our efficient India Center of Excellence.

For the Nine Months Ended September 30, 2025

Research and development expense was $29.2 million in the nine months ended September 30, 2025, compared to $36.1 million in the nine months ended September 30, 2024 a decrease of $6.9 million, or 19.1%.

The decrease in research and development expense is primarily attributable to a $4.8 million decrease in personnel-related costs in our divested product lines, a $0.3 million decrease in personnel-related costs in our Sunset Assets and a $1.8 million decrease in personnel-related costs in our remaining product lines.

These decreases reflect the termination of our out-sourced research and development contract and the continued use of our efficient India Center of Excellence.

General and Administrative Expense

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

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

2025 2024 % Change 2025 2024 % Change

5 unchanged sentences

Stock compensation $ 2,085 $ 2,356 $ 6,658 $ 8,624

For the Three Months Ended June 30, 2025

General and administrative expense was $10.2 million in the three months ended June 30, 2025, compared to $13.9 million in the three months ended June 30, 2024, a decrease of $3.7 million, or 26%.

For the Three Months Ended September 30, 2025

General and administrative expense was $8.8 million in the three months ended September 30, 2025, compared to $11.1 million in the three months ended September 30, 2024, a decrease of $2.3 million, or 20%.

This decrease is primarily due to a decrease of $1.2 million in personnel-related costs related to our on-going product lines including a decrease of $0.3 million in non-cash stock compensation expense.

The decrease related to our divested product lines was $$1.0 million inclusive of the effects of the TSA agreements related to divestitures which end in July 2025.

For the Six Months Ended June 30, 2025

General and administrative expense was $21.8 million in the six months ended June 30, 2025, compared to $27.1 million in the six months ended June 30, 2024, a decrease of $5.3 million, or 19%.

This decrease is due to decreases of $3.7 million in personnel-related costs and $0.6 million million in legal and HR professional related to our on-going product lines and a $1.0 million decrease related to our divested product lines inclusive of the effects of the TSA agreements related to divestitures which end in July 2025.

Other decreases related to core product lines were decreased office lease expense of $0.4 million and decreased professional fees of $0.3 million.

The decrease related to our divested product lines was $0.4 million inclusive of the effects of the TSA agreements related to divestitures which ended in July 2025.

For the Nine Months Ended September 30, 2025

General and administrative expense was $30.6 million in the nine months ended September 30, 2025, compared to $38.2 million in the nine months ended September 30, 2024, a decrease of $7.5 million, or 20%.

This decrease is due to decreases of $4.9 million in personnel-related costs, $0.4 million in office lease expense and $1.0 million million in professional fees related to our on-going product lines and a $1.2 million decrease related to our divested product lines inclusive of the effects of the TSA agreements related to divestitures which ended in July 2025.

Depreciation and Amortization Expense

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

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

2025 2024 % Change 2025 2024 % Change

8 unchanged sentences

Total depreciation and amortization 13% 17% 13% 17%

For the Three Months Ended June 30, 2025

Depreciation and amortization expense was $6.9 million in the three months ended June 30, 2025, compared to $11.4 million in the three months ended June 30, 2024, a decrease of $4.5 million, or 40%.

For the Three Months Ended September 30, 2025

Depreciation and amortization expense was $6.4 million in the three months ended September 30, 2025, compared to $11.5 million in the three months ended September 30, 2024, a decrease of $5.1 million, or 45%.

All of the decrease resulted from the decline in amortization from intangible assets associated with the divested product lines.

For the Six Months Ended June 30, 2025

Depreciation and amortization expense was $14.9 million in the six months ended June 30, 2025, compared to $22.8 million in the six months ended June 30, 2024, a decrease of $7.9 million, or 35%.

$7.8 million of the decrease resulted from the decline in amortization from intangible assets associated with the divested product lines and $0.1 million related to intangible assets related to our ongoing product lines becoming fully amortized.

For the Nine Months Ended September 30, 2025

Depreciation and amortization expense was $21.2 million in the nine months ended September 30, 2025, compared to $34.3 million in the nine months ended September 30, 2024, a decrease of $13.1 million, or 38%.

$12.9 million of the decrease resulted from the decline in amortization from intangible assets associated with the divested product lines, $0.1 million from Sunset assets, and $0.1 million related to intangible assets related to our ongoing product lines becoming fully amortized.

Divestiture-related Expenses

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

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

2025 2024 % Change 2025 2024 % Change

2 unchanged sentences

Percentage of total revenue 1% —% 7% 1%

For the Three Months Ended June 30, 2025

Divestiture-related expenses were $6.9 million in the three months ended June 30, 2025, compared to nil in the three months ended June 30, 2024.

In conjunction with the divestiture completed in the second quarter of 2025, we incurred $0.9 million in professional fees and $0.8 million in personnel-related costs.

We also recorded a one-time termination fee of $5.2 million related to a legacy vendor contract for out-sourced research and development.

No divestiture-related expenses were incurred in the three months ended June 30, 2024.

For the Six Months Ended June 30, 2025

Divestiture-related expenses were $8.6 million in the six months ended June 30, 2025, compared to nil in the six months ended June 30, 2024.

The divestiture-related expenses incurred in the six months ended June 30, 2025 consisted of the divestiture-related expenses in the second quarter of 2025 described above as well as primarily professional services fees related to the divestitures completed in the first quarter of 2025.

No divestiture-related expenses were incurred in the six months ended June 30, 2024.

For the Three Months Ended September 30, 2025

Divestiture-related expenses were $0.8 million in the three months ended September 30, 2025, compared to nil in the three months ended September 30, 2024.

In conjunction with the divestitures completed in 2025, we incurred an additional $0.2 million in professional fees, accrued $0.3 million in expected data center fees and recorded an additional cost of $0.3 million related to the cancellation of a legacy vendor contract for out-sourced research and development.

No divestiture-related expenses were incurred in the three months ended September 30, 2024.

For the Nine Months Ended September 30, 2025

Divestiture-related expenses were $9.4 million in the nine months ended September 30, 2025, compared to nil in the nine months ended September 30, 2024.

The divestiture-related expenses incurred in the nine months ended September 30, 2025 consisted of $2.6 million in professional services fees related to the divestitures completed in the nine months ended September 30, 2025.

We also recorded a one-time termination fee and other cancellation costs of $5.5 million related to a legacy vendor contract for out-sourced research and development.

Additional costs included severance of $0.8 million and $0.5 million of license and data center fees.

No divestiture-related expenses were incurred in the nine months ended September 30, 2024.

Impairment of goodwill and other intangibles

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

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

2025 2024 % Change 2025 2024 % Change

2 unchanged sentences

We periodically review the estimated useful lives of our identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value or revised useful life.

During the three months ended June 30, 2025, we identified a triggering event related to certain intangible assets related to Sunset Assets and performed a valuation of certain long-lived assets in accordance with ASC 360 Impairment and Disposal of Long-Lived Assets .

During the nine months ended September 30, 2025, we identified a triggering event related to certain intangible assets related to Sunset Assets and performed a valuation of certain long-lived assets in accordance with ASC 360 Impairment and Disposal of Long-Lived Assets .

We used a discounted cash flow analysis to estimate the fair value of the long-lived asset group.

As a result of the valuation, we recorded $2.5 million of impairment expense related to certain Sunset intangible assets.

No such triggering event was noted in the three months ended June 30, 2024.

Goodwill impairment is recognized on a non-recurring basis when the carrying value (or GAAP basis book value) of our Company (which is our only reporting unit) exceeds the estimated fair value of our Company as determined by reference to a number of factors and assumptions, including the trends in the stock price of our Common Stock.

We assess goodwill for impairment annually on October 1st, or more frequently when an event occurs which could cause the carrying value of our Company to exceed the estimated fair value of our Company.

As a result of declines in our stock price during the three months ended March 31, 2024, we performed a goodwill impairment evaluation which resulted in a goodwill impairment of $87.2 million for the three months ended March 31, 2024.

We will continue to evaluate goodwill for impairment in 2025 and future impairments of goodwill could occur if we experience significant stock price declines.

Other Expense

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

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

2025 2024 % Change 2025 2024 % Change

3 unchanged sentences

Loss on divestitures of businesses (473) — 100 % (24,364) $ — 100 %

Loss on debt extinguishment (2,301) — 100 % (2,301) — 100 %

Other income (expense), net 249 (229) (209) % (1,587) (109) 1,356 %

3 unchanged sentences

Loss on divestitures of businesses (1)% —% (15)% —%

Loss on debt extinguishment (5)% —% (1)% —%

Other income (expense), net —% —% (16)% —%

Total other expense (14)% 4% (23)% (4)%

For the Three Months Ended June 30, 2025

Interest expense, net of interest income, was $4.1 million of net interest income in the three months ended June 30, 2025 compared to $5.1 million of net interest expense in the three months ended June 30, 2024, a change of $1.0 million or 18%.

This was due to prepayments on the our Term Loans in prior periods, which lowered cash interest expense by $4.9 million, inclusive of the effects of the interest rate swaps.

This reduction was offset by the changes in the fair value of the interest rate swaps recorded to interest expense, net of $1.3 million in the three months ended June 30, 2025 with no such effects recorded to interest expense, net in the three months ended June 30, 2024.

Interest income for the three months ended June 30, 2025 declined $2.6 million from interest income in the three months ended June 30, 2024 due to lower cash and cash equivalents.

Loss on divestitures of businesses was $0.4 million in the three months ended June 30, 2025 compared to nil in the three months ended June 30, 2024.

In the three months ended June 30, 2025, we divested our mobile messaging products in order to focus on our higher margin and higher growth potential product lines.

No divestitures were closed in the three months ended June 30, 2024.

Other income (expense), net recognized during the three months ended June 30, 2025 and 2024 were related primarily to foreign currency exchange fluctuations.

For the Six Months Ended June 30, 2025

Interest expense, net of interest income was $6.6 million in the six months ended June 30, 2025, compared to $10.0 million in the six months ended June 30, 2024, a decrease of $3.4 million, or 34%.

The decrease in interest expense is primarily attributable to the prepayments of debt which lowered cash interest expense by 9.5 million, inclusive of the cash effects of the interest rate swaps.

The decrease in interest expense, net related to the $2.2 million amortization of realized and unrealized gains on interest rates swaps from accumulated other comprehensive income to interest expense was offset by a change in fair value of the interest rate swaps of $3.4 million in the six months ended June 30, 2025 which increased non-cash interest expense, net.

These net decreases in interest expense, net were offset by $4.9 million less interest income in the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to lower cash and cash equivalents.

Loss on divestitures of businesses was $23.9 million for the six months ended June 30, 2025 as compared to nil in the six months ended June 30, 2024.

During the six months ended June 30, 2025, we divested multiple products in order to focus on our higher margin and higher growth potential product lines.

No such divestitures occurred in the six months ended June 30, 2024.

Other expense, net was $1.8 million in the six months ended June 30, 2025, compared to other income, net of $0.1 million in the six months ended June 30, 2024.

Other income (expense), net recognized in the six months ended June 30, 2025 and June 30, 2024 related primarily to foreign currency exchange fluctuations.

For the Three Months Ended September 30, 2025

Interest expense, net of interest income, was $4.2 million of net interest expense in the three months ended September 30, 2025 compared to $2.3 million of net interest income in the three months ended September 30, 2024, reflecting additional expense of $6.5 million.

This was primarily due to the effects of our interest rate derivatives which reduced interest expense, net by $1.9 million in the three months ended September 30, 2025 and reduced interest expense, net by $10.6 million in the three months ended September 30, 2024, an increase in net interest expense of $8.7 million.

In addition, interest income for the three months ended September 30, 2025 declined $1.3 million from interest income in the three months ended September 30, 2024 due to lower cash and cash equivalents.

These changes were offset by a decrease in cash interest expense of $3.2 million due to the reduction of our outstanding debt balance which lowered cash interest expense.

The remaining decrease in expense related to the amortization of deferred financing costs.

Loss on divestitures of businesses was $0.5 million in the three months ended September 30, 2025 compared to nil in the three months ended September 30, 2024.

In the three months ended September 30, 2025, we finalized the divestitures of certain product lines in order to focus on our higher margin and higher growth potential product lines.

No divestitures were closed in the three months ended September 30, 2024.

Loss on debt extinguishment was $2.3 million in the three months ended September 30, 2025 compared to nil in the three months ended September 30, 2024.

In the three months ended September 30, 2025, the non-cash loss on debt extinguishment was the result of the replacement of our previous credit facility with our new credit facility.

As a result of replacing our previous credit facility, we were required to expense the $2.3 million of remaining unamortized debt discount and debt costs on our previous credit facility.

No debt was extinguished in the three months ended September 30, 2024.

Other income (expense), net recognized during the three months ended September 30, 2025 and 2024 was related primarily to foreign currency exchange fluctuations.

For the Nine Months Ended September 30, 2025

Interest expense, net of interest income was $10.8 million in the nine months ended September 30, 2025, compared to $7.7 million in the nine months ended September 30, 2024, an increase in net interest expense of $3.1 million, or 40%.

The increase in interest expense is primarily attributable to the effects of our interest rate derivatives which reduced interest expense, net by $6.8 million in the nine months ended September 30, 2025 and decreased interest expense by $18.4 million in the nine months ended September 30, 2024, an increase in net interest expense of $11.6 million.

In addition, interest income declined by $6.2 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to lower cash and cash equivalents.

These changes were offset by a decline of $14.3 million in cash interest expense due to less outstanding debt as compared to the prior year.

Loss on divestitures of businesses was $24.4 million for the nine months ended September 30, 2025 as compared to nil in the nine months ended September 30, 2024.

During the nine months ended September 30, 2025, we divested multiple product lines in order to focus on our higher margin and higher growth potential product lines.

No such divestitures occurred in the nine months ended September 30, 2024.

Loss on debt extinguishment was $2.3 million in the nine months ended September 30, 2025 compared to nil in the nine months ended September 30, 2024.

In the nine months ended September 30, 2025, the non-cash loss on debt extinguishment was the result of the replacement of our previous credit facility with our new credit facility.

As a result of paying down our previous credit facility, we were required to expense $2.3 million of remaining unamortized debt discount on our previous term loan.

No debt was extinguished in the nine months ended September 30, 2024.

Other expense, net was $1.6 million in the nine months ended September 30, 2025, compared to other expense, net of $0.1 million in the nine months ended September 30, 2024.

Other income (expense), net recognized in the nine months ended September 30, 2025 and September 30, 2024 related primarily to foreign currency exchange fluctuations.

Benefit from Income Taxes

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

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

2025 2024 % Change 2025 2024 % Change

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Percentage of total revenue 1% (2)% 1% —%

For the Three Months Ended June 30, 2025

The benefit from income taxes was $0.2 million in the three months ended June 30, 2025, compared to a provision for income taxes of $1.2 million in the three months ended June 30, 2024, resulting in an increase in benefit from income taxes of $1.4 million.

The benefit from income taxes for the three months ended June 30, 2025 relates primarily to the deferred tax benefit from the business divestitures in the second quarter of 2025.

For the Three Months Ended September 30, 2025

The benefit from income taxes was $0.3 million in the three months ended September 30, 2025, compared to a provision for income taxes of $0.5 million in the three months ended September 30, 2024, resulting in an increase in benefit from income taxes of $0.8 million.

The benefit from income taxes for the three months ended September 30, 2025 relates primarily to the tax benefit due to divestiture of businesses in the third quarter and the impact of U.S.

tax legislation, the One Big Beautiful Bill Act, passed in July 2025.

This tax benefit is partially offset by the income tax from non-U.S.

For the Six Months Ended June 30, 2025

The benefit from income taxes was $1.5 million in the six months ended June 30, 2025, compared to a provision for income taxes of $0.7 million in the six months ended June 30, 2024, an decrease in expense of $2.2 million.

This increase was primarily due to the deferred tax benefit from the business divestitures in the six months ended June 30, 2025.

For the Nine Months Ended September 30, 2025

The benefit from income taxes was $1.8 million in the nine months ended September 30, 2025, compared to a provision for income taxes of $1.2 million in the nine months ended September 30, 2024, an increase of benefit of $3.0 million.

This increase was primarily due to the deferred tax benefit from the business divestitures in the nine months ended September 30, 2025 and the impact of U.S.

tax legislation, the One Big Beautiful Bill Act, passed in July 2025.

Liquidity and Capital Resources

We have financed our operations primarily through cash generated from operating activities, the raising of capital including sales of our Common Stock or our convertible preferred stock, and borrowings under credit facilities.

As of June 30, 2025, we had $41.6 million of cash, cash equivalents and restricted cash and $258.1 million of borrowings outstanding under our Term Loans.

As of December 31, 2024, we had $57.1 million of cash, cash equivalents and restricted cash and $293.7 million of borrowings outstanding under our Term Loans.

The $15.4 million decrease in cash, cash equivalents and restricted cash from December 31, 2024 to June 30, 2025 was primarily due to $35.6 million in debt repayments made in the six months ended June 30, 2025.

Other uses of cash included $1.1 million in purchases of leasehold improvements and equipment and $0.7 million taxes paid related to net settlement of shares which were offset by $9.1 million cash proceeds from divestitures of businesses, $11.6 million in cash inflows from operations and $1.2 million positive effect of exchange rates during the six months ended June 30, 2025.

Our cash and cash equivalents held by our foreign subsidiaries was $21.9 million as of June 30, 2025 and $32.4 million as of December 31, 2024.

As of September 30, 2025, we had $23.4 million of cash, cash equivalents and restricted cash and $240.0 million of borrowings outstanding under our Credit Agreement.

As of December 31, 2024, we had $57.1 million of cash, cash equivalents and restricted cash and $293.7 million of borrowings outstanding under our previous senior secured credit facility.

The $33.7 million decrease in cash, cash equivalents and restricted cash from December 31, 2024 to September 30, 2025 was primarily due to $293.7 million in debt repayments made in the nine months ended September 30, 2025, netted with the proceeds of our new Credit Facility of $234.6 million.

Other uses of cash included $1.3 million in purchases of leasehold improvements and equipment and $1.0 million taxes paid related to net settlement of shares which were offset by $9.1 million cash proceeds from divestitures of businesses, $18.5 million in cash inflows from operations and $1.5 million positive effect of exchange rates during the nine months ended September 30, 2025.

Our cash and cash equivalents held by our foreign subsidiaries was $14.3 million as of September 30, 2025 and $32.4 million as of December 31, 2024.

Our intent is to permanently reinvest these funds outside the U.S.

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We do not provide for federal income taxes on the undistributed earnings of our foreign subsidiaries.

We believe our cash and cash equivalents, together with our positive cash flows from operations and the liquidity provided by our $30 million revolving credit facility will be sufficient to meet our anticipated cash needs.

We believe our available cash and cash equivalents, together with our positive cash flows from operations and the liquidity provided by our $30 million revolving credit facility will be sufficient to meet our anticipated cash needs.

Credit Facility

As described in Note 6.

Debt, at June 30, 2025 we had $258.1 million of borrowings outstanding under our Term Loans which were set to mature on August 6, 2026.

As described in Note 14.

Subsequent Events, on July 25, 2025, we entered into a Credit Agreement to refinance our outstanding Term Loans with (i) a new $240.0 million, six-year term loan and (ii) a $30.0 million revolving credit facility maturing in July 2031.

We used the proceeds of the term loan, together with cash on hand, including proceeds from the sale of our interest rate swaps, to redeem all of the $258.1 million outstanding on our existing Term Loans.

The proceeds of loans under the revolving credit facility will be used for working capital and other general corporate purposes.

On July 25, 2025, we entered into a Credit Agreement with (i) a new $240.0 million, six-year term loan and (ii) a $30.0 million revolving credit facility maturing in July 2031.

We used the proceeds of the term loan, together with cash on hand, including proceeds from the sale of our interest rate swaps, to redeem all of our prior existing Term Loans.

The proceeds of loans under the revolving

credit facility will be used for working capital and other general corporate purposes.

No amounts have been drawn on the revolving credit facility as of September 30, 2025.

The following table summarizes our cash flows for the periods indicated:

Six Months Ended June 30,

Nine Months Ended September 30,

(dollars in thousands)

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The volume of professional services rendered, the volume and timing of customer bookings and contract renewals, and the related timing of collections on those bookings and renewals, as well as the timing of spending commitments and payments of our accounts payable, accrued expenses, accrued payroll and related benefits, all affect these account balances.

Cash provided by operating activities was $11.6 million for the six months ended June 30, 2025 compared to cash provided by operating activities of $10.6 million for the six months ended June 30, 2024, an increase of approximately $1.0 million.

This increase was primarily due to a non-recurring $1.2 million cash gain on the sale of a portion of our interest rate swaps in the six months ended June 30, 2025.

This cash gain was slightly offset by changes in our working capital for the six months ended June 30, 2025 due to collections on accounts receivable, increases in prepaid expenses, increases in other assets, payments of current liabilities and changes in deferred revenue.

Cash provided by operating activities was $18.5 million for the nine months ended September 30, 2025 compared to cash provided by operating activities of $14.9 million for the nine months ended September 30, 2024, an increase of approximately $3.6 million.

This increase was primarily due to non-recurring $6.6 million of cash gains on the sales of our interest rate swaps in the nine months ended September 30, 2025.

This cash gain was offset by payment of non-recurring divestiture-related expenses of $9.4 million and changes in our working capital for the nine months ended September 30, 2025 related to collections on accounts receivable, increases in prepaid expenses, increases in other assets, payments of current liabilities and changes in deferred revenue.

A substantial source of cash is invoicing for subscriptions and support fees in advance, which is recorded as deferred revenue, and is included on our condensed consolidated balance sheets as a liability.

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Cash Flows from Investing Activities

Historically, our investing activities have consisted of investments in our product library and customer base through acquisitions of complementary technologies and businesses and the routine purchases of office equipment.

Other activities, such as divestitures of businesses and purchases of other equipment, may affect our cash flows from investing activities in such periods as these transactions occur.

Cash provided by investing activities was $8.0 million for the six months ended June 30, 2025 compared to cash used by investing activities of $0.5 million for the six months ended June 30, 2024, an increase of $8.5 million.

During the six months ended June 30, 2025, the Company divested of certain products and received cash proceeds of $9.1 million.

Cash used in investing activities consisted of purchases of leasehold improvements and equipment of $1.1 million for the six months ended June 30, 2025 compared to $0.5 million of purchases of property and equipment for the six months ended June 30, 2024.

Historically, our investing activities have consisted of routine purchases of office equipment.

Other activities, such as divestitures of businesses including the collections on note receivable from divested product lines, and purchases of other fixed assets, may affect our cash flows from investing activities in such periods as these transactions occur.

Cash provided by investing activities was $8.0 million for the nine months ended September 30, 2025 compared to cash used by investing activities of $0.6 million for the nine months ended September 30, 2024, an increase of $8.5 million.

During the nine months ended September 30, 2025, the Company divested of certain products and received cash proceeds of $9.1 million.

Other cash proceeds consisted $0.2 million in collections on the note receivable related to divestitures.

Cash used in investing activities consisted of purchases of leasehold improvements and equipment of $1.3 million for the nine months ended September 30, 2025 compared to $0.6 million of purchases of property and equipment for the nine months ended September 30, 2024.

Cash Flows from Financing Activities

Historically, our primary financing activities have consisted of capital raised to fund our acquisitions, proceeds from debt obligations incurred to finance our acquisitions, repayments and servicing of our debt obligations, share repurchases and share based employee payroll tax payment activity.

Cash used in financing activities was $36.3 million for the six months ended June 30, 2025 compared to $14.3 million for the six months ended June 30, 2024, an increase of $22.0 million of cash used due to $32.9 million in additional payments on our Term Loans in the six months ended June 30, 2025 over payments made in the six months ended June 30, 2024, netted with $11.0 million used for Common Stock repurchases in the six months ended June 30, 2024 compared to none for the six months ended June 30, 2025.

Historically, our primary financing activities have consisted of capital raises , proceeds from debt obligations, repayments and servicing of our debt obligations, share repurchases and share based employee payroll tax payment activity.

Cash used in financing activities was $61.6 million for the nine months ended September 30, 2025 compared to $192.8 million for the nine months ended September 30, 2024, an decrease of $131.2 million of cash used due to $53.7 million in payments on our previous senior secured credit facility in the nine months ended September 30, 2025 compared to $181.1 million in payments made in the nine months ended September 30, 2024.

Common Stock repurchases totalled $0.1 million for the nine months ended September 30, 2025 as

compared to $11.0 million for the nine months ended September 30, 2024.

Cash paid for lender fees and debt issuance costs was $6.8 million for the nine months ended September 30, 2025 as compared to $0.1 million for the nine months ended September 30, 2024.

Critical Accounting Policies and the Use of Estimates

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• goodwill and other intangibles.

We are not aware of any specific event or circumstance that would require updates to our estimates or judgments or require us to revise the carrying value of our assets or liabilities as of July 31, 2025, the date of issuance of this Quarterly Report on Form 10-Q.

We are not aware of any specific event or circumstance that would require updates to our estimates or judgments or require us to revise the carrying value of our assets or liabilities as of November 6, 2025, the date of issuance of this Quarterly Report on Form 10-Q.

These estimates may change as new events occur and additional information is obtained.

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Other Key Accounting Policies

Our unaudited interim financial statements and other financial information for the three and six months ended June 30, 2025, as presented herein and in “ Item 1.

Our unaudited interim financial statements and other financial information for the three and nine months ended September 30, 2025, as presented herein and in “ Item 1.

Financial Statements ” to this Quarterly Report on Form 10-Q, reflect no material changes in our critical accounting policies and estimates as set forth in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”).

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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 2. Management’s Discussion and Analysis