What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-03 compared with 2025-03-12 · 171 added, 203 removed, 297 unchanged (56% of the section changed)

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Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in “Item 1A.

Risk Factors.”

This section and other parts of this Annual Report on Form 10-K contain forward-looking statements that involve risks and uncertainties.

Forward-looking statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “may,” “will,” “continue,” “seek,” “estimate,” “intend,” “hope,” “predict,” “could,” “should,” “would,” “project,” “plan,” “expect” or the negative or plural of these words or similar expressions, although not all forward-looking statements contain these words.

Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements.

Factors that might cause such differences include, but are not limited to, those discussed in the subsection entitled “Item 1A.

Risk Factors” above, which are incorporated herein by reference.

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in “Item 8.

Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

For a comparison of the years ended December 3 1, 2023 and 2022 refer to “Item 7.

Management’s Discussion and Analysis” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 22, 2024.

All in formation presented herein is based on our fiscal calendar.

Unless otherwise stated, references in this report to particular years or quarters refer to our fiscal years ended December 31 and the associated quarters of those fiscal years.

We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.

We enable global businesses to work smarter with over 20 proven cloud software products that increase revenue, reduce costs, and deliver immediate value.

Our AI-powered solutions cover knowledge management, content lifecycle and workflow automation, and digital marketing.

We service over 10,000 customers ranging from large global corporations and various government agencies as well as small and medium-sized businesses.

Our customers operate in a wide variety of industries, including financial services, consulting services, technology, manufacturing, media, telecommunications, government, insurance, non-profit, healthcare, life sciences, legal, retail and hospitality.

Through a series of acquisitions and integrations, we have established a library of diverse software applications under the Upland brand that address specific digital transformation needs.

Our revenue has grown from $149.9 million in the year ended December 31, 2018 to $274.8 million in the year ended December 31, 2024, representing a compound annual growth rate of 11%.

During the years ended December 31, 2024, 2023 and 2022, non-US revenue as a percent of total revenue was 29%, 30%, and 30%, respectively.

Our operating results in a given period can fluctuate based on the mix of subscription and support, perpetual license and professional services revenue.

For the years ended December 31, 2024, 2023 and 2022, our subscription and support revenue represented 95%, 95% and 94% of our total revenue, respectively.

Historically, we have sold certain of our applications under perpetual licenses, which also are paid in advance.

For the years ended December 31, 2024, 2023 and 2022, our perpetual license revenue accounted for 2%, 2% and 2% of our total revenue, respectively.

The support agreements related to our perpetual licenses are one-year in duration and entitle the customer to support and unspecified upgrades.

The revenue related to such support agreements is included as part of our subscription and support revenue.

Professional services revenue consists of fees related to implementation, data extraction, integration and configuration and training on our applications.

For the years ended December 31, 2024, 2023 and 2022, our professional services revenue accounted for 3%, 3%, and 4% of our total revenue, respectively.

To support continued growth, we may pursue acquisitions of complementary technologies and businesses.

This may expand our product library, customer base and market access, resulting in increased benefits of scale.

Sunset Assets

In connection with periodic reviews of our business in 2022 and 2023, we decided to discontinue the availability of certain non-strategic product offerings and a limited number of non-strategic customer contracts (collectively referred to as “Sunset

As a result of the discontinuation of these Sunset Assets, the Company has established end of life targets and reduced certain expenditures related to the sales and marketing of the Sunset Assets.

It is possible that during future periodic reviews of our business we may determine to add additional non-strategic product offerings or non-strategic customer contracts to Sunset Assets or remove certain product offerings or customer contracts from the classification of Sunset Assets.

In either case, we will adjust the revenues attributable to Sunset Assets for the then current period and properly reflect the year over year change for such addition or removal.

Risk Factors.” See “Part 1 - Special Note Regarding Forward Looking Statements”.

We have established a library of diverse, cloud-based software applications under the Upland brand that address specific digital transformation needs.

Our solutions help enterprises unlock critical knowledge, automate content workflows, and drive measurable ROI—enhancing customer and employee experiences while supporting regulatory compliance.

More than 1,100 enterprise customers rely on Upland to solve complex challenges and provide a trusted path for AI adoption.

Sunset Assets and Divestitures

In connection with periodic reviews of our business, we decided to discontinue the availability of certain non-strategic product offerings and a limited number of non-strategic customer contracts (collectively referred to as “Sunset Assets”).

As a result of the discontinuation of these Sunset Assets, we established end of life targets and reduced certain expenditures related to the sales and marketing of the Sunset Assets.

It is possible that during future reviews of our business we may determine to add additional non-strategic product offerings or non-strategic customer contracts to Sunset Assets or remove certain product offerings or customer contracts from the classification of Sunset Assets.

In either case, we will adjust the revenues

attributable to Sunset Assets for the then current period and properly reflect the year over year change for such addition or removal.

During 2025 we completed divestitures of certain product lines in order to streamline and focus our business.

These divestitures had the effect of reducing revenue and expense in the near term.

In conjunction with these divestitures, we terminated a legacy vendor contract related to out-sourced research and development.

As a result of this termination, we believe we are able to efficiently use our R&D Center of Excellence and reduce overall R&D costs while maintaining our development capacity and product competitiveness.

Components of Operating Results

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Our cost of product revenue is generally expensed as the costs are incurred.

Developed technology is valued using a cost-to-recreate approach and is generally amortized over a four- to nine-year period.

Acquired developed technology is valued using a cost-to-recreate approach and is generally amortized over a four- to nine-year period.

Cost of professional services revenue .

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As most of our personnel are employed on a full-time basis, our cost of professional services revenue is largely fixed in the short-term, while our professional services revenue may fluctuate, leading to fluctuations in professional services gross profit.

We expect that cost of professional services as a percentage of total revenues could fluctuate from period to period depending on the growth of our professional services business, the timing of sales of applications, and any associated costs relating to the delivery of services.

We expect that cost of professional services as a percentage of total revenues could fluctuate from period to period depending on the level of our professional services business, the timing of sales of applications, and any associated costs relating to the delivery of services.

Our cost of professional services revenue is generally expensed as costs are incurred.

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Our operating expenses are classified into six categories:

sales and marketing, research and development, general and administrative, depreciation and amortization, acquisition-related expenses and impairment of goodwill.

For each category, other than depreciation and amortization and impairment of goodwill, the largest expense component is primarily personnel-related costs, which includes salaries, employee benefit costs, bonuses, commissions, stock-based compensation, and payroll taxes.

Operating expenses also include allocated overhead costs for facilities, which are allocated to each department based on relative department headcount.

Operating expenses are generally recognized as incurred.

sales and marketing, research and development, general and administrative, depreciation and amortization, acquisition and divestiture related expenses and impairment of goodwill and other intangibles.

Sales and marketing .

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Research and development .

Research and development expenses primarily consist of personnel-related costs of our research and development staff, including salaries, benefits, bonuses, payroll taxes, stock-based compensation, allocated overhead and costs of certain third-party contractors.

Research and development costs related to the development of our software applications are generally recognized as incurred.

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General and administrative expenses primarily consist of personnel-related costs for our executive, administrative, accounting and finance, information technology, legal, accounting and human resource staff, including salaries, benefits, bonuses, payroll taxes, stock-based compensation, allocated overhead, professional fees and other corporate expenses.

We have recently incurred, and expect to continue to incur, additional expenses as we grow our operations, including potentially higher legal, corporate insurance, accounting and auditing expenses and the additional costs of enhancing and maintaining our internal control environment.

General and administrative expenses may fluctuate as a percentage of revenue, and overtime we expect that general and administrative expenses will decrease as a percent of revenue due to operational efficiencies.

General and administrative expenses may fluctuate as a percentage of revenue, and over time we expect that general and administrative expenses will decrease as a percent of revenue due to operational efficiencies.

Depreciation and amortization .

Depreciation and amortization expenses primarily consist of depreciation and amortization of acquired intangible assets, specifically customer relationships and trade names, as a result of business combination purchase accounting adjustments.

The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods.

Customer relationships are valued using an income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset and are amortized over a seven to ten-year period.

The value of the trade name intangibles are determined using a relief from royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset and are amortized over mostly a three-year period.

Acquisition-related expenses .

Acquisition-related expenses are typically incurred for up to four quarters after each acquisition, with the majority of these costs being incurred within six to nine months, to transform the acquired business into the Company’s UplandOne platform.

These expenses can vary based on the size, timing and location of each acquisition.

These acquisition-related expenses include transaction related expenses such as banker fees, legal and professional fees, insurance costs and deal bonuses.

These acquisition-related expenses also include transformational expenses such as severance, compensation for transitional personnel, office lease terminations and vendor cancellations.

Generally these acquisition-related expenses should no longer be material if the Company has done no acquisitions after one year.

Impairment of goodwill .

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 spot closing price of our Common Stock as of a certain reporting or measurement date.

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.

Acquisition and divestiture related expenses .

Acquisition and divestiture related expenses are transaction related expenses such as commissions, banker fees, legal and professional fees, and insurance costs.

These expenses may also include transformational expenses such as severance, compensation for transitional personnel, office lease terminations and vendor cancellations.

These expenses can vary based on the size, timing and location of each transaction.

See “ Note 15.

Goodwill and Other Intangible Assets ” in the notes to our consolidated financial statements for more information regarding our first quarter 2024, our first quarter 2023 and our fourth quarter 2022 goodwill impairment charges.

We will continue to evaluate goodwill impairment in future periods.

Divestitures” in the notes to our consolidated financial statements for more information regarding current divestiture related expenses.

Impairment of goodwill and other intangibles .

Goodwill impairment is recognized on a non-recurring basis when the carrying value of the Company (which is our only reporting unit) exceeds the estimated fair value of the Company as determined by reference to a number of factors and assumptions, including the spot closing price of our common stock as of a certain reporting or measurement date.

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

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.

See “ Note 4.

Goodwill and Other Intangible Assets ” in the notes to our consolidated financial statements for more information regarding our impairment charges.

We will continue to evaluate goodwill and other intangibles for impairment in future periods.

Total Other Expense

Total other expense consists primarily of amortization of debt issuance costs over the term of the related term loan, revaluation of foreign subsidiaries, interest expense on outstanding debt, partially offset by interest income on our interest-bearing cash balances held in money market accounts.

We participate in interest rate swap agreements for the purpose of reducing variability in interest rate payments on the Company’s outstanding term loans.

These interest rate swaps fix a portion of the Company's interest rate (including the hedge premium) at 5.4% for the term of the Credit Facility (as hereinafter defined in “ Liquidity and Capital Resources—Credit Facility ”).

In addition, gains/losses on divested assets that meet the definition of a business under ASC 805-10, Business Combination—Overall , are included in Total other expense.

Total other expense consists primarily of amortization of debt issuance costs over the term of the related term loan, revaluation of foreign subsidiaries, interest expense on outstanding debt, partially offset by amounts recognized related to our interest rate derivatives and interest income on our interest-bearing cash balances held in money market accounts.

In addition, gains/losses on divested assets that meet the definition of a business under ASC 805 are included in total other expense.

Because we have not generated domestic net income in any period to date, we have recorded a full valuation allowance against our domestic net deferred tax assets, exclusive of tax deductible goodwill.

We have historically not recorded any material provision for federal or state income taxes, other than deferred taxes related to tax deductible goodwill and current taxes in certain separate company filing states and states in which loss carryforwards do not fully offset taxable income.

The balance of the tax benefit for the years ended December 31, 2024, 2023 and 2022, outside of tax deductible goodwill and current taxes in separate filing states, is related to foreign income taxes, primarily operations of our subsidiaries in Canada and Ireland, and to the release of valuation allowances associated with acquisitions of domestic entities with a benefit generated in the UK and Australia fully offset by valuation allowances.

We have historically not recorded any significant provision for U.S.federal or state income taxes, other than deferred taxes related to tax deductible goodwill and current taxes in certain separate company filing states and states in which loss carryforwards do not fully offset taxable income.

The balance of the tax benefit (provision) for the years ended December 31, 2025, 2024 and 2023, outside of tax deductible goodwill and current taxes in separate filing states, is related to foreign income taxes, primarily operations of our subsidiaries in Canada and Ireland, and to the release of valuation allowances associated with acquisitions of domestic entities with a benefit generated in the UK and Australia fully offset by valuation allowances.

Realization of any of our domestic deferred tax assets depends upon future earnings, the timing and amount of which are uncertain.

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Subscription and support (1)(2)

50,882 23% 76,037 28% 88,894 30%

Professional services and other 3,876 2% 5,055 2% 7,467 2%

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Sales and marketing (1)

44,113 20% 66,301 24% 64,342 22%

Research and development (1)

36,511 17% 47,365 17% 49,375 17%

General and administrative (1)

38,025 18% 49,463 18% 61,264 21%

Depreciation and amortization 26,850 12% 45,622 17% 58,614 20%

Acquisition-related expenses 19 —% 3,060 —% 21,556 6%

Impairment of goodwill 87,227 32% 128,755 43% 12,500 4%

Acquisition and divestiture related expenses 9,720 5% 19 —% 3,060 —%

Impairment of goodwill and other intangibles 2,469 1% 87,227 32% 128,755 43%

Total operating expenses 157,688 73% 295,997 108% 365,410 123%

Loss from operations (102,295) (38)% (163,919) (55)% (40,228) (13)%

Income (loss) from operations 4,430 2% (102,295) (38)% (163,919) (55)%

Other expense:

Interest expense, net (15,785) (7)% (8,939) (3)% (18,684) (6)%

Other income (expense), net 1,142 —% 236 —% (781) —%

Loss on divestitures of businesses (24,364) (11)% — —% — —%

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

Other expense, net (652) (1)% 1,142 —% 236 —%

Total other expense (43,102) (20)% (7,797) (3)% (18,448) (6)%

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Net loss (38,904) (18)% (112,732) (41)% (179,874) (60)%

Preferred stock dividends and accretion (5,592) (2)% (5,347) (2)% (1,846) (1)%

Preferred stock dividends (5,848) (3)% (5,592) (2)% (5,347) (2)%

Net loss attributable to common stockholders $ (44,752) (21)% $ (118,324) (43)% $ (185,221) (62)%

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Weighted-average common shares outstanding, basic and diluted 28,615,649 27,789,248 32,074,906

(1) Includes stock-based compensation.

See table below for stock-based compensation by operating expense line item.

Year Ended December 31,

2024 2023 2022

(dollars in thousands)

Stock-based compensation:

Cost of revenue $ 765 $ 952 $ 1,984

Research and development 2,095 2,463 2,733

Sales and marketing 1,512 2,059 4,239

General and administrative 10,898 17,400 32,646

Total $ 15,270 $ 22,874 $ 41,602

(2) Includes depreciation and amortization of $9.4 million, $13.4 million and $12.5 million in the years ended December 31, 2024, 2023 and 2022, respectively.

(3) See “ Note 8 Net Loss Per Share ” in the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a discu ssion and a reconciliation of historical net loss attributable to common stockholders and weighted average shares outstanding for historical basic and diluted net loss per share calculations.

(1) Includes stock-based compensation as detailed below and under Note 12.

Stockholders' Deficit - Stock-Based Compensation.

(2) Includes amortization expense as detailed below.

Comparison of Years Ended December 31, 2025 and December 31, 2024

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2025 2024 Change

Amount Percent of Revenue Amount Percent of Revenue Amount % Change

Amount Amount Amount % Change

(dollars in thousands)

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Subscription and support revenue was $205.1 million in the year ended December 31, 2025, compared to $260.7 million in the year ended December 31, 2024, a decrease of $55.6 million, or 21%.

$17.1 million of the decrease relates to declining revenue from Sunset Assets as a result of reduced sales and marketing focus on those assets.

Subscription and support revenues related to overage charges decreased by $1.4 million as a result of variable demand fluctuations in the year ended December 31, 2024.

Additional decreases in Subscription and support revenue of $2.4 million are due to decreases in customer renewals across product lines and industries.

The decrease is primarily due to the expected declines in subscription and support revenue related to divested product lines and Sunset Assets of $53.1 million and $3.3 million, respectively.

These decreases are offset by an increase in subscription and support revenue of $0.8 million related to our core product lines.

Perpetual license revenue was $5.3 million in the year ended December 31, 2025, compared to $5.8 million in the year ended December 31, 2024, a decrease of $0.5 million, or 10%.

The decrease is attributable to decreases in customer purchases of on-premise software.

Professional services revenue was $8.3 million in the year ended December 31, 2024, compared to $10.2 million in the year ended December 31, 2023, a decrease of $1.9 million, or 19%.

Professional services revenue related to our Sunset Assets decreased by $0.5 million.

The remaining decrease in professional services revenue is attributable to fewer implementation projects in the year ended December 31, 2024.

Cost of Revenue and Gross Profit Margin

The decrease is attributable to decreases in customer purchases of on-premise software of $0.1 million in divested product lines, $0.1 million in Sunset Assets and $0.3 million related to core product lines.

Professional services revenue was $6.5 million in the year ended December 31, 2025, compared to $8.3 million in the year ended December 31, 2024, a decrease of $1.7 million, or 21% due to fewer implementation services provided in the year ended December 31, 2025.

Professional services revenue related to our divested product lines decreased by $0.6 million and Sunset Assets decreased by $0.1 million while professional services revenue related to our core product lines decreased by $1.0 million.

Cost of Revenue

Year Ended December 31,

2025 2024 Change

Amount Percent of Revenue Amount Percent of Revenue Amount % Change

Amount Amount Amount % Change

(dollars in thousands)

1 unchanged sentence

Subscription and support (1)

$ 50,882 $ 76,037 $ (25,155) (33)%

Professional services 3,876 5,055 (1,179) (23)%

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Gross profit $ 162,118 $ 193,702 $ (31,584) (16)%

(1) Includes depreciation and amortization expense as follows:

Depreciation $ — —% $ 5 —% $ (5) (100)%

(1) Includes amortization and stock-based compensation expense as follows:

Amortization $ 5,287 $ 9,364 $ (4,077) (44)%

Stock-based compensation $ 420 $ 765 $ (345) (45)%

Cost of subscription and support revenue was $50.9 million in the year ended December 31, 2025, compared to $76.0 million in the year ended December 31, 2024, a decrease of $25.1 million, or 33%.

This decrease was the result of a decrease in non-cash amortization of intangible assets of $4.0 million associated with our Sunset Assets, a decrease of $4.9 million in hosting and infrastructure costs, a decrease of $2.9 million in personnel-related costs and a decrease of $1.4 million in variable telecom carrier costs and other expenses.

These decreases were offset by an increase in professional fees of $0.4 million.

The decrease related to divested product lines was $22.3 million attributable to $6.1 million of infrastructure costs, $9.4 million of variable telecom carrier costs, $4.2 million of personnel costs and $2.6 million of non-cash amortization of divested intangibles.

The decrease related to Sunset assets was $1.1 million total attributable to reduced infrastructure costs of $0.4 million, reduced personnel costs of $0.6 million and reduced non-cash amortization of intangibles of $0.1 million.

The remaining decrease of $1.8 million related to a reduction of $1.4 million in non-cash amortization of intangibles, a decrease of $0.5 million personnel costs, and $0.3 million in professional services offset with an increase in $0.4 million of infrastructure costs in our on-going product lines.

Cost of professional services revenue was $3.9 million in the year ended December 31, 2025, compared to $5.1 million in the year ended December 31, 2024, a decrease of $1.2 million, or 23%.

The decrease in cost of professional services revenue is related to a decrease in personnel-related costs resulting from decreased professional services delivered.

The decrease in cost of professional services was comprised of a decrease in personnel-related expenses of $0.5 million in our divested product lines, $0.1 million in our Sunset Assets and $0.6 million in our on-going product lines.

Operating Expenses

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2025 2024 Change

Amount Percent of Revenue Amount Percent of Revenue Amount % Change

Amount Amount Amount % Change

(dollars in thousands)

Sales and marketing $ 44,113 $ 66,301 $ (22,188) (33)%

Sales and marketing expense was $66.3 million in the year ended December 31, 2024, compared to $64.3 million in the year ended December 31, 2023, an increase of $2.0 million, or 3%.

Sales and marketing expense increased $4.3 million as a direct result of our intentional investment in our go to market strategy, including increased marketing spend and personnel-related costs to strengthen our marketing and demand generation.

This increase is partially offset by a decrease of $2.5 million in sales and marketing expense related to our Sunset Assets.

Includes stock-based compensation as follows:

Stock-based compensation $ 448 $ 1,512 $ (1,064) (70)%

Sales and marketing expense was $44.1 million in the year ended December 31, 2025, compared to $66.3 million in the year ended December 31, 2024, a decrease of $22.2 million, or 33%.

The decrease related to divested product lines was $12.9 million comprised of $11.5 million in personnel-related costs and $1.4 million in marketing and other spend.

The remaining decrease was related to decreases of $0.2 million in costs related to our Sunset Assets, and $9.1 million related to declines in personnel-related costs including non-cash stock-based compensation, facility costs, and marketing spend in our on-going product lines.

Research and Development Expense

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2025 2024 Change

Amount Percent of Revenue Amount Percent of Revenue Amount % Change

Amount Amount Amount % Change

(dollars in thousands)

Research and development $ 36,511 $ 47,365 $ (10,854) (23)%

Research and development expense was $47.4 million in 2024, compared to $49.4 million in 2023, a decrease of $2.0 million, or 4%.

Research and development expense decreased primarily due to a decrease of $2.0 million of research and development costs related to our Sunset Assets offset by a slight increase in personnel-related costs related to product development.

Includes stock-based compensation as follows:

Stock-based compensation $ 785 $ 2,095 $ (1,310) (63)%

Research and development expense was $36.5 million in the year ended December 31, 2025, compared to $47.4 million in the year ended December 31, 2024, a decrease of $10.9 million, or 23%.

The decrease in research and development expense is primarily attributable to a $7.0 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 $3.6 million decrease in personnel-related costs including stock-based compensation 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

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2025 2024 Change

Amount Percent of Revenue Amount Percent of Revenue Amount % Change

Amount Amount Amount % Change

(dollars in thousands)

General and administrative $ 38,025 $ 49,463 $ (11,438) (23)%

General and administrative expense was $49.5 million in 2024, compared to $61.3 million in 2023, a decrease of $11.8 million, or 19%.

This decrease was driven primarily by lower non-cash stock compensation expense of $6.5 million due to lower grant date fair values, lower personnel-related costs of $2.9 million in response to intentional cost cutting measures, lower professional fees of $2.1 million primarily due to lower tax fees and legal fees related to non-recurring litigation and decreases in insurance and other costs of $0.2 million.

Includes stock-based compensation as follows:

Stock-based compensation $ 7,455 $ 10,898 $ (3,443) (32)%

General and administrative expense was $38.0 million in the year ended December 31, 2025, compared to $49.5 million in the year ended December 31, 2024, a decrease of $11.5 million, or 23%.

This decrease is due to a decrease of $9.7 million related to our on-going product lines comprised of decreases of $7.4 million in personnel-related costs, $0.4 million in office lease expense and $1.9 million in legal and accounting professional fees.

The remainder of the decrease was related to a $0.3 million decrease in personnel-related costs in our Sunset Assets and a $1.5 million decrease related to our divested product lines combined with the effects of divestiture-related transition services agreements which ended in July 2025.

Depreciation and Amortization Expense

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2025 2024 Change

Amount Percent of Revenue Amount Percent of Revenue Amount % Change

Amount Amount Amount % Change

(dollars in thousands)

3 unchanged sentences

Total depreciation and amortization $ 26,850 $ 45,622 $ (18,772) (41)%

Depreciation and amortization expense was $45.6 million in 2024, compared to $58.6 million in 2023, a decrease of $13.0 million, or 22%.

The decrease in amortization expense relates to the 2023 reduction in the useful life expected for the acquired intangible assets such as customer relationships and tradenames for our Sunset Assets.

The decrease in depreciation is due to assets becoming fully depreciated during 2024.

Acquisition-related Expense

Depreciation and amortization expense was $26.9 million in the year ended December 31, 2025, compared to $45.6 million in the year ended December 31, 2024, a decrease of $18.7 million, or 41%.

$17.9 million of the decrease resulted from the decline in amortization from intangible assets associated with the divested product lines, $0.6 million from Sunset assets, and $0.2 million related to intangible assets related to our ongoing product lines becoming fully amortized.

Acquisition and Divestiture related Expenses

Year Ended December 31,

2025 2024 Change

Amount Percent of Revenue Amount Percent of Revenue Amount % Change

Amount Amount Amount % Change

(dollars in thousands)

Acquisition-related expense $ 19 —% $ 3,060 —% $ (3,041) (99)%

Acquisition-related expense was $0.0 million in 2024, compared to $3.1 million for 2023, a decrease of $3.1 million, or 99%.

The decrease in expense was a result of no acquisitions in 2024.

Expense in 2023 primarily related to final settlements of the 2022 acquisitions.

Impairment of goodwill

Acquisition and divestiture related expenses $ 9,720 $ 19 $ 9,701 *NM

*NM - Not meaningful.

Acquisition and divestiture related expenses were $9.7 million in the year ended December 31, 2025, compared to nominal amounts for the year ended December 31, 2024, an increase of $9.7 million.

Divestiture related expenses in 2025 consisted of $2.6 million in professional services fees related to the divestitures completed during the year ended December 31, 2025.

We also recorded a one-time termination fee and other cancellation costs of $5.5 million in 2025 related to a legacy vendor contract for out-sourced research and development.

Additional costs included severance of $1.0 million and $0.6 million of license, data center and other fees.

Acquisition and divestiture related expenses were immaterial in 2024 as no acquisitions or divestitures occurred during 2023 or 2024.

Impairment of goodwill and other intangibles

Year Ended December 31,

2025 2024 Change

Amount Percent of Revenue Amount Percent of Revenue Amount % Change

Amount Amount Amount % Change

(dollars in thousands)

Impairment of goodwill $ 87,227 32% $ 128,755 43% $ (41,528) (32)%

As a result of declines in our stock price during the three months ended March 31, 2024 and the three months ended March 31, 2023, we performed goodwill impairment evaluations in each quarter which resulted in impairments of goodwill was $87.2 million and $128.8 million, respectively.

Impairment of goodwill and other intangibles $ 2,469 $ 87,227 $ (84,758) (97)%

During the year ended December 31, 2025, we identified a triggering event related to certain intangible assets related to divestitures and performed a valuation of certain long-lived assets in accordance with ASC 360.

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

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

Other Expense, net

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2025 2024 Change

Amount Percent of Revenue Amount Percent of Revenue Amount % Change

Amount Amount Amount % Change

(dollars in thousands)

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Interest expense, net $ (15,785) $ (8,939) $ (6,846) 77%

Loss on divestitures of businesses (24,364) — (24,364) NM

Loss on debt extinguishment (2,301) — (2,301) NM

Other expense, net (652) 1,142 (1,794) (157)%

Total other expense $ (43,102) $ (7,797) $ (35,305) 453%

Interest expense, net was $8.9 million in 2024, compared to $18.7 million for 2023, a decrease of $9.8 million, or 52%.

The decrease results from the recognition of $10.6 million more in benefit from the recognition of amounts reclassified from accumulated other comprehensive income benefit related to our interest rate swaps, the decrease in cash interest expense of $3.1 million net of the cash flows from the interest rate swaps due to lower interest rates as well as a decrease in outstanding borrowings on our Credit Facility and the decrease of $0.2 million of other interest charges.

These decreases in interest expense, net were offset by the recognition of the decline in fair value of the de-designated interest rates swaps after August 2024 of $1.6 million and the decrease in interest income on our deposits of $2.5 million due to lower interest rates and lower invested cash balance.

Other income, net was $1.1 million in 2024, compared to other income of $0.2 million in 2023, a change $0.9 million.

The difference in other expense is primarily due to an increase in foreign currency exchange gains compared to 2023.

Benefit from Income Taxes

*NM - Not meaningful.

Interest expense, net was $15.8 million in the year ended December 31, 2025, compared to $8.9 million for the year ended December 31, 2024, an increase of $6.9 million, or 77%.

The increase in interest expense is primarily attributable to the effects of our interest rate derivatives which reduced interest expense, net by $23.7 million in 2024 but only reduced interest expense, net by $7.9 million in 2025.

The effects of the interest rate derivatives were offset by decreased cash interest expense of $14.8 million due to the reduction of outstanding debt from 2024 to 2025.

In addition, interest income declined by $6.4 million in 2025 compared to 2024 due to lower cash and cash equivalents.

Other changes in interest expense, net were due to changes in amortization of debt costs.

Loss on divestitures of businesses was $24.4 million in the year ended December 31, 2025 as compared to nil in the year ended December 31, 2024.

During 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 2024.

Loss on debt extinguishment was $2.3 million in the year ended December 31, 2025 compared to nil in the year ended December 31, 2024.

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 2024.

Other expense, net was $0.7 million in the year ended December 31, 2025, compared to other income, net of $1.1 million in the year ended December 31, 2024, a change of $1.8 million.

The change in other expense is primarily due to foreign currency exchange fluctuations.

Provision for Income Taxes

Year Ended December 31,

2025 2024 Change

Amount Percent of Revenue Amount Percent of Revenue Amount % Change

Amount Amount Amount % Change

(dollars in thousands)

Benefit from (provision for) income taxes $ (2,640) —% $ 2,493 1% $ (5,133) (206)%

Provision for income taxes $ (232) $ (2,640) $ 2,408 (91)%

Effective income tax rate 0.6 % 2.4 %

Provision for income taxes was $2.6 million in 2024, compared to a benefit for income taxes of $2.5 million in 2023, an increase in the provision for income taxes of $5.1 million, or 206%.

This increased expense was primarily related to the increased expense in Canada and reduced benefit in the UK for 2024.

The 2024 increased expense was also impacted by a material goodwill impairment in 2024, changes in deferred tax liabilities associated with amortization of U.S.

tax deductible goodwill and U.S.

state taxes in certain states in which the Company does not file on a consolidated basis or have net operating loss carryforwards.

The increase in tax expense was partially offset by reduced tax expense related to other international operations.

Expense from income taxes was $0.2 million in the year ended December 31, 2025, compared to $2.6 million in the year ended December 31, 2024, a decrease in expense from income taxes of $2.4 million, or 91%.

This decrease was related primarily to the the tax benefit recorded upon the current year divestiture in Ireland which was offset by increased tax expense in Canada.

Comparison of Years Ended December 31, 2024 and December 31, 2023

For a comparison of the years ended December 31, 2024 and 2023 refer to “ Item 7.

Management’s Discussion and Analysis ” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 22, 2024 .

Management’s Discussion and Analysis ” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 12, 2025.

Key Metrics and Non-GAAP Financial Measures

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ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our clients.

Refer to “ Note 3 Acquisitions ” and “ Note 5 Goodwill and Other Intangible Assets ” in the notes to the consolidated financial statements for further discussion.

Our ARR was $165.9 million, $225.6 million and $242.1 million as of December 31, 2025, 2024 and 2023, respectively.

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This measure excludes the revenue value of uncontracted overage fees, on-demand service fees, and our Sunset Assets.

For purposes of calculating our annual net dollar retention rate as of December 31, 2025, ARR attributable to the divested businesses has been excluded from both the current and prior fiscal year amounts used in the calculation.

Our annual net dollar retention rate was 96%, 96% and 95% as of December 31, 2025, 2024 and 2023, respectively.

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We monitor Adjusted EBITDA to help us evaluate the effectiveness and efficiency of our operations.

We define Adjusted EBITDA as net income (loss), calculated in accordance with GAAP, adjusted for depreciation and amortization expense, net interest expense, loss on debt extinguishment, net other expense, benefit from income taxes, stock-based compensation expense, acquisition-related expense, purchase accounting deferred revenue discount and impairment of goodwill.

We define Adjusted EBITDA as net loss, calculated in accordance with GAAP, adjusted for depreciation and amortization expense, net interest expense, loss on debt extinguishment, net other expense, benefit from (provision for) income taxes, stock-based compensation expense, acquisition and divestiture related expenses, non-recurring litigation costs, purchase accounting, deferred revenue discount, loss on divestitures of businesses and impairment of goodwill and other intangible assets.

Adjusted EBITDA is a non-GAAP financial measure that our management believes provides useful information to management, investors and others in understanding and evaluating our operating results for the following reasons:

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• Adjusted EBITDA should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP.

• Impairment of goodwill and depreciation and amortization are non-cash charges, and the assets being depreciated or amortized, which contribute to the generation of revenue, will often have to be replaced in the future and Adjusted EBITDA does not reflect cash requirements for such replacements;

• Impairment of goodwill and other intangible assets and depreciation and amortization are non-cash charges, and the assets being depreciated or amortized, which contribute to the generation of revenue, will often have to be replaced in the future and Adjusted EBITDA does not reflect cash requirements for such replacements;

however, much of the depreciation and amortization relates to amortization of acquired intangible assets, as well as the goodwill as a result of business combination purchase accounting adjustments, which will not need to be replaced in the future;

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2025 2024 2023

(dollars in thousands)

Net loss $ (38,904) $ (112,732) $ (179,874)

Depreciation and amortization expense 32,137 54,986 71,985

Interest expense, net 8,939 18,684 29,145

Interest expense (income), net 15,785 8,939 18,684

Loss on debt extinguishment 2,301 — —

Other expense, net 652 (1,142) (236)

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Stock-based compensation expense 9,108 15,270 22,874

Acquisition-related expense 19 3,060 21,556

Acquisition and divestiture related expenses 9,720 19 3,060

Non-recurring litigation costs 35 187 1,126

Purchase accounting deferred revenue discount 113 244 557

Impairment of goodwill 87,227 128,755 12,500

Loss on divestitures of businesses 24,364 — —

Impairment of goodwill and other intangibles 2,469 87,227 128,755

Adjusted EBITDA $ 58,012 $ 55,638 $ 64,438

Core Organic Growth Rate

Beginning with the three months ended June 30, 2023, we began disclosing our Core Organic Growth Rate, a non-GAAP financial measure.

We use Core Organic Growth Rate as a key performance measure to assess our consolidated operating performance over time and for planning and forecasting purposes.

Core Organic Growth Rate is the percentage change between two reported periods in subscription and support revenue, excluding subscription and support revenue from Sunset Assets and Overage Charges, as defined below.

We calculate our year-over-year Core Organic Growth Rate as though all acquisitions or dispositions closed as of the end of the latest period were closed as of the first day of the prior year period presented.

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 December 31, 2024, our Core Organic Growth Rate was 0.0%.

For the three-month period ended December 31, 2025, our Core Organic Growth Rate was negative 0.1%.

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.

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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Subscription and support revenue from Sunset Assets 2,124 2,848

Subscription and support revenue from divestitures — 15,408

Overage Charges 217 1,668

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Liquidity and Capital Resources

To date, we have financed our operations primarily through cash generated from operating activities, the raising of capital including sales of our common stock and our convertible preferred stock, and borrowings under our Credit Facility (as hereinafter defined).

We believe that current cash and cash equivalents and cash flows from operating activities will be sufficient to fund our operations for at least the next twelve months.

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Cash, cash equivalents and restricted cash $ 30,024 $ 57,052

Available borrowings from our Revolving Credit Facility (1)

Available borrowings from our Revolving Facility 30,000 —

Total Liquidity $ 60,024 $ 57,052

(1) Loans under the Revolver could be borrowed, repaid and reborrowed until it matured on August 6, 2024.

The $179.5 million decrease in cash and cash equivalents from December 31, 2023 to December 31, 2024 was due primarily to the $183.0 million additional principal pay down of amounts outstanding under our Term Loans during 2024 compared to $35 million additional principal payments in 2023.

In addition, cash flow from operations was $25.7 million less than in prior year due primarily to the one time cash inflow of $20.5 million from the sale of a portion of our interest rate swaps and other net cash inflows from operations.

The $27.0 million decrease in cash and cash equivalents from December 31, 2024 to December 31, 2025 was due primarily to the $55.2 million reduction of our outstanding debt and payment of fees related to the debt refinance of $7.1 million offset with cash inflows from operations of $25.8 million, and $9.8 million of proceeds divestitures of businesses.

Our cash and cash equivalents held by our foreign subsidiaries was $10.0 million as of December 31, 2025.

If these funds held by our foreign subsidiaries are needed for our domestic operations, we may be required to accrue and pay U.S.

taxes to repatriate these funds to the U.S.

However, our intent is to permanently reinvest these funds outside the U.S.

and our current

plans do not demonstrate a need to repatriate them to fund our domestic operations.

If these funds held by our foreign subsidiaries are repatriated, we would be required to accrue and pay U.S.

However, our intent is to either permanently reinvest these funds outside the U.S.

or use these funds to repay certain long-term intercompany loans.

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

As of December 31, 2024 and 2023, we had a working capital deficit of $2.0 million and a working capital surplus of $169.6 million, respectively.

As of December 31, 2025 and 2024, we had a working capital deficits of $18.5 million and $2.0 million respectively.

Credit Facility

Our Credit Facility, as defined and described in “Note 7.

Debt” , is comprised of fully drawn Term Loans as of December 31, 2024.

The Term Loans are repayable on a quarterly basis with any amount remaining unpaid due and payable in full on August 6, 2026.

Our $60.0 million revolving credit facility matured on August 6, 2024 with no amounts drawn.

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 December 31, 2025.

At December 31, 2025, the floating interest rate was 9.7%.

As of December 31, 2025, we were in compliance with all covenants under the Credit Agreement.

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

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Net cash provided by operating activities $ 25,800 $ 24,239

Net cash used in investing activities (882) (1,220)

Net cash provided by (used in) investing activities 8,800 (882)

Net cash used in financing activities (63,446) (202,307)

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Cash provided by operating activities is significantly influenced by the amount of cash we invest in personnel and infrastructure to support the anticipated growth of our business.

Our working capital consists primarily of cash, receivables from customers, prepaid assets, unbilled professional services, deferred commissions, accounts payable, accrued compensation and other accrued expenses, acquisition related earnout and holdback liabilities, lease liabilities and deferred revenues.

The volume of professional services rendered, the volume and timing of customer bookings and contract renewals, and the related timing of collections and renewals on those bookings, 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 $24.2 million for 2024 compared to $49.9 million for 2023, a decrease of $25.7 million.

This decrease in operating cash flow is generally attributable to a one-time $20.5 million cash gain on the sale of a portion of our interest rate swaps in August 2023.

The working capital sources of cash outweighed the working capital uses of cash but 2024 non-cash adjustments to net loss were less than 2023 due to decreases in goodwill impairment, depreciation and amortization, stock-based compensation and non-cash interest.

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 consolidated balance sheet as a liability.

Cash provided by operating activities was $25.8 million for 2025 compared to $24.2 million for 2024, an increase of $1.6 million.

This increase in operating cash flow is generally attributable to differences in non-cash adjustments to net loss and timing differences in changes in working capital.

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 consolidated balance sheets as a liability.

Deferred revenue consists of the unearned portion of booked fees for our software subscriptions and support and for professional services, which is amortized into revenue in accordance with our revenue recognition policy.

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Cash Flows from Investing Activities

Historically, our primary investing activities have consisted of acquisitions of complementary technologies and businesses.

As our business grows and evolves, we expect our primary investing activities to continue to expand and refine our product library, customer base, and market access, as well as routine purchases of office equipment.

Cash used in investing activities consisted of purchases of property and equipment of $0.9 million in 2024 compared to purchases of property and equipment of $1.2 million in 2023, a decrease of $0.3 million as a result of fewer purchases of office equipment in 2024.

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

Other activities, such as divestitures of businesses including the collections on a 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 $8.8 million for 2025 compared to cash used of $0.9 million for 2024, a change of $9.7 million.

During 2025, the Company divested of certain products and received cash proceeds of $9.8 million.

Other cash proceeds consisted $0.3 million in collections on the note receivable related to divestitures.

Cash used in investing activities consisted of purchases of leasehold improvements and equipment of $1.4 million for 2025 compared to $0.9 million of purchases of property and equipment for 2024.

Cash Flows from Financing Activities

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

Cash used in financing activities increased $140.9 million in 2024 compared to 2023.

The additional uses of cash in financing activities relates primarily to additional prepayments of $183.0 million of the outstanding Term Loans in 2024 compared to prepayments of $35.0 million in 2023.

This is offset by cash used for Common Stock repurchases of $11.0 million in 2024 compared to $14.1 million in 2023.

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

Cash used in financing activities was $63.4 million in 2025 compared to $202.3 million in 2024, a decrease in cash used of $138.9 million.

Cash used in financing activities decreased primarily due to $55.2 million in payments on our outstanding debt in 2025 compared to $188.4 million in payments made in 2024 and less cash used in repurchases of Common Stock which totalled $0.1 million in 2025 as compared to $11.0 million in 2024.

These decreases in cash used for financing activities were partially offset by additional cash paid for lender fees and debt issuance costs in 2025 of $7.1 million as compared to $0.4 million in 2024.

Contractual Payment Obligations

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(2) Future interest on debt obligations is calculated using the interest rate effective as of December 31, 2025.

We have entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to a portion of our debt.

We have entered into interest rate derivatives to limit exposure to interest rate risk related to a portion of our debt.

See “ Item 7A.

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While our significant accounting policies are more fully described in “ Note 2.

Basis of Presentation and Summary of Significant Accounting Policies ” in the notes to the consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K , we believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

We are subject to income taxes in the United States and several foreign jurisdictions.

Significant judgment is required in evaluating and estimating our provision for these taxes.

There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain.

The Tax Act has provisions that require additional guidance on specific interpretations of the tax law changes.

Our provision for income taxes could be adversely affected by our earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where

we have higher statutory rates, losses incurred in jurisdictions for which we are not able to realize the related tax benefit, changes in foreign currency exchange rates, entry into new businesses and geographies and changes to our existing businesses, acquisitions and investments, changes in our deferred tax assets and liabilities including changes in our assessment of valuation allowances, changes in the relevant tax laws or interpretations of these tax laws, and developments in current and future tax examinations.

The Company uses the asset and liability method of accounting for income taxes.

Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date.

We make significant estimates in determining the value of our deferred tax assets.

These estimates include, but are not limited to, the expected reversal periods of deferred tax assets and liabilities, the availability of net operating losses and other carryovers and consideration of the future ability to generate taxable income.

These estimates are inherently uncertain and unpredictable, and if different estimates were used, it would impact the value of our deferred tax assets and the income tax benefit recognized in fiscal 2024 and in future periods when the deferred taxes are realized.

A valuation allowance is established against our deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized.

As of December 31, 2024 we recorded a valuation allowance of $50.4 million against our deferred tax assets.

If, in the future, we evaluate that our deferred tax assets are not more likely than not to be realized, an increase in the related valuation allowance could result in a material income tax expense in the period such determination is made.

The Company has adopted an indefinite reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to be repatriated.

As a result of this policy, no deferred tax liability has been accrued in anticipation of future dividends from foreign subsidiaries.

The Company accounts for the uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions.

The Company’s policy is to account for interest and penalties as a component of income tax expense.

Basis of Presentation and Summary of Significant Accounting Policies ” in the notes to the consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K , we believe that the accounting policy discussed below is critical to understanding our historical and future performance, as this policy relates to a more significant area involving management’s judgments and estimates.

Goodwill Impairment

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

As we operate as one reporting unit, the goodwill impairment evaluation is performed at the consolidated entity level by comparing the estimated fair value of the Company to its carrying value.

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Performing a quantitative goodwill impairment test includes the determination of the fair value of a reporting unit and involves significant estimates and assumptions.

These estimates and assumptions include, among others, revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, and future economic and market conditions.

These estimates and assumptions include, among others, revenue growth rates and operating margins used to calculate projected future cash flows,

weighted average cost of capital, and future economic and market conditions.

See “ Note 4.

Goodwill and Other Intangible Assets ” for more information regarding our 2024, 2023, and 2022 goodwill impairments.

Goodwill and Other Intangible Assets ” for more information.

Recent Accounting Pronouncements

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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-K

Item 7. Management’s Discussion and Analysis