What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-03 compared with 2025-03-12 · 466 added, 489 removed, 670 unchanged (59% of the section changed)

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Consolidated Statements of Comprehensive Loss

Consolidated Statements of Equity

Consolidated Statements of Equity (Deficit)

Consolidated Statements of Cash Flows

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We have audited the accompanying consolidated balance sheets of Upland Software, Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss , equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, equity (deficit) and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 12, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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Evaluation of goodwill for impairment

Description of the Matter

At December 31, 2024, the Company’s goodwill balance was $261 million.

As discussed in Note 2 to the consolidated financial statements, goodwill is tested at least annually for impairment and more frequently when indicators of impairment are identified.

Estimating fair values in connection with this impairment evaluation involves the utilization of the discounted cash flow and guideline public company approaches.

As described in Note 5 to the consolidated financial statements, the Company recorded a goodwill impairment charge of $87 million during the year ended December 31, 2024.

Auditing management’s goodwill impairment assessment was complex and required auditor judgment because the estimation of fair values involves subjective management assumptions, including estimation of future operating margins, projected revenue growth rates and weighted average cost of capital.

Description of the Matter At December 31, 2025, the Company’s goodwill balance was $260 million.

As discussed in Note 2 to the consolidated financial statements, goodwill is tested at least annually for impairment, or more frequently when events or circumstances indicate that it is more likely than not that the Company’s fair value is less than its carrying value.

Estimating fair value in connection with this impairment evaluation involves the utilization of the discounted cash flow and guideline public company methods.

As described in Note 4 to the consolidated financial statements, the Company performed a quantitative impairment evaluation during the quarter ended December 31, 2025, which did not result in goodwill impairment.

Auditing management’s quantitative goodwill impairment evaluation was complex because the estimation of fair value under the income approach involves subjective management assumptions, including estimation of future revenue growth rates, operating margins, and weighted average cost of capital.

Assumptions used in these valuation models are forward-looking, and changes in these assumptions can have a material effect on the determination of fair value.

How We Addressed the Matter in Our Audit

To test the Company’s impairment evaluation, our audit procedures included, among others, assessing the valuation methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its evaluation.

How We Addressed the Matter in Our Audit Our audit procedures to test the Company’s impairment evaluation included, among others, assessing the valuation methodologies and significant assumptions discussed above and the underlying data used to develop such assumptions.

For example, we compared the significant assumptions to current industry, market, and economic trends, to historical results of the Company and to other guideline companies within the same industry.

We also performed independent sensitivity analyses to evaluate the changes in the fair value of the reporting unit that would result from changes in the significant assumptions.

We involved our valuation specialists to assist in evaluating the methodologies and auditing the significant assumptions used to calculate the estimated fair values.

We also assessed the historical accuracy of management’s estimates and performed independent sensitivity analyses.

We involved our valuation specialists to assist us in evaluating the methodologies and auditing the significant assumptions used to calculate the estimated fair values.

/s/ Ernst & Young LLP

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Deferred commissions, noncurrent 7,865 12,147

Interest rate swap assets 9,742 14,270

Interest rate derivatives 15 9,742

Other assets 3,704 529

Total assets $ 413,177 $ 529,522

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

Current liabilities:

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Total liabilities 332,467 424,597

Commitments and contingencies ( Note 9)

Mezzanine Equity:

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129,078 123,230

Stockholders’ equity:

Stockholders’ deficit:

Common stock, $ 0.0001 par value;

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Additional paid-in capital 607,275 605,286

Accumulated other comprehensive (loss) income ( 21,990 ) 6,168

Accumulated other comprehensive loss ( 15,138 ) ( 21,990 )

Accumulated deficit ( 640,508 ) ( 601,604 )

Total stockholders’ (deficit) equity ( 18,305 ) 126,294

Total liabilities, convertible preferred stock and stockholders’ (deficit) equity $ 529,522 $ 870,024

Total stockholders’ deficit ( 48,368 ) ( 18,305 )

Total liabilities, convertible preferred stock and stockholders’ deficit $ 413,177 $ 529,522

See accompanying notes.

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Subscription and support 50,882 76,037 88,894

Professional services 5,055 7,467 9,793

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

Total cost of revenue 54,758 81,092 96,361

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Depreciation and amortization 26,850 45,622 58,614

Acquisition-related expenses 19 3,060 21,556

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

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

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

Total operating expenses 157,688 295,997 365,410

Loss from operations ( 102,295 ) ( 163,919 ) ( 40,228 )

Other expense:

Income (loss) from operations 4,430 ( 102,295 ) ( 163,919 )

Other income (expense):

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

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

Loss on debt extinguishment ( 2,301 ) — —

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

1,142 236 ( 781 )

Total other expense ( 7,797 ) ( 18,448 ) ( 29,926 )

Total other expense, net ( 43,102 ) ( 7,797 ) ( 18,448 )

Loss before benefit from (provision for) income taxes ( 38,672 ) ( 110,092 ) ( 182,367 )

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Preferred stock dividends ( 5,848 ) ( 5,592 ) ( 5,347 )

Net loss attributable to common shareholders $ ( 118,324 ) $ ( 185,221 ) $ ( 70,259 )

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

Net loss per common share:

Net loss per common share, basic and diluted $ ( 1.56 ) $ ( 4.26 ) $ ( 5.77 )

$ ( 4.26 ) $ ( 5.77 ) $ ( 2.23 )

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

27,789,248 32,074,906 31,528,881

See accompanying notes.

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Other comprehensive income (loss):

Foreign currency gain (loss) translation adjustment ( 6,225 ) 2,685 ( 16,975 )

Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries ( 3,147 ) 4,096 ( 9,978 )

Interest rate swaps ( 18,786 ) ( 11,723 ) 49,577

Unrealized foreign currency translation adjustment 6,526 ( 6,225 ) 2,685

Realized foreign currency gain 4,423 — —

Unrealized translation gain (loss) on foreign currency denominated intercompany loans, net of taxes 3,872 ( 3,147 ) 4,096

Interest rate swaps, net of reclassifications into earnings ( 7,969 ) ( 18,786 ) ( 11,723 )

Other comprehensive income (loss):

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Upland Software, Inc.

Consolidated Statements of Equity

Consolidated Statements of Equity (Deficit)

( in thousands, except share amount )

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Balance at December 31, 2022 115,000 $ 112,291 32,221,855 $ 3 $ 606,755 $ 11,110 $ ( 308,998 ) $ 308,870

Issuance of Convertible Preferred Stock 115,000 110,445 — — — — — —

Dividends accrued - Convertible Preferred Stock — 5,347 — — ( 5,347 ) — — ( 5,347 )

Issuance of stock under Company plans, net of shares withheld for tax — — 931,652 — ( 1,086 ) — — ( 1,086 )

Stock repurchases and retirements — — ( 3,245,100 ) — ( 14,201 ) — — ( 14,201 )

Stock-based compensation — — — — 22,874 — — 22,874

Foreign currency translation adjustment — — — — — 2,685 — 2,685

Unrealized translation loss on foreign currency denominated intercompany loans — — — — — ( 9,978 ) — ( 9,978 )

Unrealized translation gain (loss) on foreign currency denominated intercompany loans — — — — — 4,096 — 4,096

Interest rate swaps — — — — — ( 11,723 ) — ( 11,723 )

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Foreign currency translation adjustment — — — — — ( 6,225 ) — ( 6,225 )

Unrealized translation gain on intercompany loans with foreign subsidiaries — — 4,096 4,096

Unrealized translation gain (loss) on foreign currency denominated intercompany loans — — — — — ( 3,147 ) — ( 3,147 )

Interest rate swaps — — — — — ( 18,786 ) — ( 18,786 )

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Stock-based compensation — — — — 9,108 — — 9,108

Realized foreign currency translation from divestitures of businesses — — — — — 4,423 — 4,423

Foreign currency translation adjustment — — — — — 6,526 — 6,526

Unrealized translation loss on foreign currency denominated intercompany loans — — — — ( 3,147 ) — ( 3,147 )

Unrealized translation gain (loss) on foreign currency denominated intercompany loans — — — — — 3,872 — 3,872

Interest rate swaps — — — — — ( 7,969 ) — ( 7,969 )

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

Change in fair value of liabilities due to sellers of businesses — — ( 75 )

Deferred income taxes ( 5,283 ) ( 3,658 ) ( 4,209 )

Amortization of deferred costs 8,132 12,150 13,170

Foreign currency re-measurement loss ( 999 ) ( 538 ) ( 12 )

Foreign currency re-measurement ( 873 ) ( 999 ) ( 538 )

Non-cash interest, net and other income, net ( 2,931 ) ( 11,978 ) ( 2,976 )

Non-cash stock-based compensation expense 9,108 15,270 22,874

Non-cash loss on impairment of goodwill 87,227 128,755 12,500

Non-cash loss on impairment of goodwill and other intangibles 2,469 87,227 128,755

Non-cash loss on divestitures of businesses 24,364 — —

Non-cash loss on retirement of fixed assets 60 17 47

Changes in operating assets and liabilities, net of purchase business combinations:

Non-cash loss on debt extinguishment 2,301 — —

Changes in operating assets and liabilities:

Accounts receivable 5,393 ( 328 ) 8,916

Prepaid expenses and other current assets ( 854 ) 74 ( 471 )

Interest rate swaps and other assets ( 10,089 ) 10,866 ( 12,811 )

Other assets ( 1,062 ) ( 10,089 ) 10,866

Accounts payable ( 5,719 ) 1,344 ( 6,896 )

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Purchase of property and equipment ( 1,352 ) ( 882 ) ( 1,220 )

Purchase business combinations, net of cash acquired — — ( 62,356 )

Net cash used in investing activities ( 882 ) ( 1,220 ) ( 63,222 )

Collections on note receivable 339 — —

Proceeds from the divestitures of businesses, net of cash transferred 9,813 — —

Net cash provided by (used in) investing activities 8,800 ( 882 ) ( 1,220 )

Financing activities

Payments of debt costs ( 358 ) ( 221 ) ( 203 )

Proceeds from notes payable, net of debt discount 234,600 — —

Payments on notes payable ( 295,150 ) ( 188,400 ) ( 40,400 )

Payments of debt issuance costs ( 1,625 ) ( 358 ) ( 221 )

Stock repurchases and retirement ( 137 ) ( 10,958 ) ( 14,060 )

Issuance of Series A Convertible Preferred stock, net of issuance costs — — 110,445

Taxes paid related to net share settlement of equity awards ( 1,134 ) ( 2,591 ) ( 1,091 )

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Supplemental disclosures of cash flow information:

Cash paid for interest, net of interest rate swaps $ 28,900 $ 32,137 $ 29,120

Cash paid for taxes $ 2,015 $ 7,106 $ 3,876

Cash paid for interest, net of interest rate derivatives $ 20,403 $ 28,900 $ 32,137

Cash paid for taxes, net of refunds $ 6,946 $ 2,015 $ 7,106

Non-cash investing and financing activities:

Business combination consideration including holdbacks and earnouts

Note receivable from divestiture of businesses, net of discount $ 4,881 $ — $ —

Right-of-use assets obtained in exchange for lease obligations

$ 1,259 $ — $ —

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Upland Software, Inc.

(“Upland,” “we,” “us,” “our,” or the “Company”), a Delaware corporation,enables global businesses to work smarter with over 20 proven cloud software products that increase revenue, reduce costs, and deliver immediate value.

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

Upland’s powerful cloud products are trusted by more than 10,000 customers ranging from large global corporations and various government agencies to small and medium-sized businesses.

(“Upland,” “we,” “us,” “our,” or the “Company”), a Delaware corporation, is a leader in AI-powered knowledge and content management software.

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.

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

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

In addition to its strategy to increase core organic growth, Upland may pursue acquisitions within its cloud offerings of complementary technologies and businesses.

Basis of Presentation and Summary of Significant Accounting Policies

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The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses.

Significant items subject to such estimates include those related to revenue recognition, deferred commissions, allowance for credit losses, stock-based compensation, contingent consideration, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes.

Significant items subject to such estimates include those related to revenue recognition, deferred commissions, allowance for credit losses, stock-based compensation, impairment of goodwill, intangibles and long-lived assets, the useful lives of intangible assets and property and equipment, and income taxes.

In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances.

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The Company is required to maintain a letter of credit as collateral during the term of an operating lease for office space.

As of December 31, 2024, we had $ 0.6 million of restricted cash deposited in a restricted account as collateral for the letter of credit.

The Company had no restricted cash as of December 31, 2023.

As of December 31, 2025 and December 31, 2024, we had $ 0.6 million of restricted cash deposited in a restricted account as collateral for the letter of credit.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands):

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To manage accounts receivable credit risk, the Company performs periodic credit evaluations of its customers and maintains current expected credit losses which considers such factors as historical loss information, geographic location of customers, current market conditions, and reasonable and supportable forecasts.

The following table presents the changes in the allowance for credit losses (in thousands):

Year Ended December 31,

2024 2023 2022

Balance at beginning of year $ 572 $ 1,158 $ 1,107

Provision for credit losses 309 ( 569 ) 556

Writeoffs, net of recoveries and other ( 435 ) ( 17 ) ( 505 )

Balance at end of year $ 446 $ 572 $ 1,158

The allowance for credit losses on accounts receivable was $ 0.1 million, $ 0.4 million and $ 0.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Concentration of Credit Risk and Significant Customers

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The Company performs periodic credit evaluations of its customers and generally does not require collateral.

No individual customer represented more than 10% of total revenues or more than 10% of accounts receivable in the years ended December 31, 2024, 2023 or 2022.

No individual customer represented more than 10% of total revenues for the years ended December 31, 2025, 2024 or 2023 or more than 10% of accounts receivable at December 31, 2025 or 2024.

Property and Equipment

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Leasehold improvements Lesser of estimated useful life or lease term

Business Combinations

We apply the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations , in accounting for our acquisitions which requires the acquisition purchase price to be allocated

to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates.

The excess of the purchase price over these estimated fair values is recorded to goodwill.

Significant estimates and assumptions, including fair value estimates, are used to determine the fair value of assets acquired, liabilities assumed, and contingent consideration transferred as well as the useful lives of long-lived assets acquired.

During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to our initial estimates and assumptions.

Upon conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to Acquisition-related expenses on our consolidated statement of operations.

Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value.

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 the multi-period excess earnings method income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset.

Developed technology and trade names are valued using the 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.

The purchase price transferred in our acquisitions often contain holdback and contingent consideration provisions.

Holdbacks are subject to reduction for indemnification claims and are typically payable within 12 to 18 months of the acquisition date and are recorded in Liabilities due to sellers of businesses on our consolidated balance sheets.

Contingent consideration typically includes earnout payments payable within 6 to 18 months of the date of acquisition based on attainment of certain performance goals.

Contingent consideration liabilities are recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted, if necessary.

Holdback and contingent consideration liabilities are recorded in Liabilities due to sellers of businesses on our consolidated balance sheet based on their estimated fair values.

The estimated fair value of contingent consideration related to potential earnout payments is calculated utilizing a binary option model, and this amount is recorded in Liabilities due to sellers of businesses on our consolidated balance sheets.

The fair value of contingent consideration is estimated on a quarterly basis through a collaborative effort by our sales and finance departments.

Changes in the fair value of contingent consideration subsequent to the purchase price finalization are recorded as Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability.

In the event a holdback is reduced subsequent to the finalization of purchase accounting, the reduction is recorded as a gain in Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability.

Goodwill Intangible Assets and Impairment Assessments

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired.

We assess Goodwill for impairment annually on October 1st, or more frequently when events or circumstances occur 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.

We first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its Carrying Value.

Based on the qualitative assessment, if it is determined that it is more likely than not that the Company's fair value is less than its Carrying Value, then we perform a quantitative analysis using a fair-value-based approach to determine if the fair value of our reporting unit is less than its Carrying Value.

We assess goodwill for impairment annually on October 1st, or more frequently when events or circumstances indicate that it is more likely than not that the Company's fair value is less than its carrying value.

As we operate as one reporting unit, the goodwill impairment evaluation is performed at the consolidated entity level.

We first assess qualitative factors to determine whether impairment indicators exist.

Based on the qualitative assessment, if it is determined that it is more likely than not that the Company's fair value is less than its carrying value, then we perform a quantitative analysis using a fair-value-based approach to determine the amount, if any, of goodwill impairment.

See “ Note 4.

Goodwill and Other Intangible Assets” f or more information regarding our historical goodwill impairments.

Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology.

Goodwill and Other Intangible Assets” for more information regarding goodwill impairments.

Intangible Assets

The Company’s intangible assets consist primarily of customer relationships, marketing-related intangible assets and developed technology.

Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis.

The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets.

Each period the Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization.

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable.

Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable.

The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets.

If such intangible assets are considered to be

impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets.

Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable.

Each period the Company evaluates the estimated remaining useful lives of long-lived assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization.

Definite lived intangible assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable.

When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine whether impairment exists.

If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value.

Assets to be disposed of are reported at the lower of the carrying value or net realizable value.

No indicators of impairment of long-lived assets were identified during the years ended December 31, 2024, 2023 or 2022.

If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value

over its fair value.

See “ Note 4.

Goodwill and Other Intangible Assets” for more information regarding intangible asset impairments.

Software Development Costs

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Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date.

There were no software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed .

Software development costs associated with internal use software are incurred in three stages of development:

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Debt Issuance Costs

The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as a direct deduction from the carrying amount of the related debt liability and amortized to interest expense, net over the term of the related debt using the effective interest rate method.

Upon the extinguishment of the related debt, any unamortized capitalized debt issuance costs are recorded to Interest expense, net on our consolidated statement of operations.

In 2024 and 2023, the Company had no write offs of debt issuance costs.

In 2019, the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our variable rate debt.

ASC 815, Derivatives and Hedging , requires entities to recognize derivative instruments as either assets or liabilities in the statement of financial position at fair value.

The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt.

Costs associated with term loan are recorded as a direct deduction from the associated long-term debt and costs associated with revolving facilities are recorded in other assets in the consolidated balance sheets.

All costs are amortized to interest expense, net over the term of the related debt using the effective interest rate method.

The Company has entered into interest rate derivative instruments to manage a portion of the interest rate risk associated with its variable rate debt.

Derivatives are recorded as either assets or liabilities in the statement of financial position at fair value.

The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship.

Prior to August 2024, the Company had determined the interest rate swaps qualified for designation as cash flow hedges and recorded the changes in their fair value on our consolidated statements of comprehensive loss.

Effective September 30, 2025, the Company entered into an interest rate cap agreement to limit exposure to interest rate risk, effectively capping the secured overnight financing rate at 4.5 % related to $ 120.0 million of its outstanding debt.

The interest rate cap was not designated for hedge accounting, accordingly the change in the fair value of the interest rate cap is reported in interest expense, net on the consolidated statements of operations.

In 2019, the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to its variable rate debt.

Prior to August 2024, the Company had determined the interest rate swaps qualified for designation as cash flow hedges and recorded the changes in their fair value on its consolidated statements of comprehensive loss and reclassified these amounts into earnings within interest expense, net when the payments occurred.

In August 2024, in conjunction with the prepayment of a portion of the Company’s debt, the Company de-designated its interest rate swaps and as a result, under the accounting guidance, changes in the fair value of the interest rate swaps after that date are recorded in interest expense, net in the consolidated statements of operations.

Amounts deferred on interest rate swaps in our consolidated statements of comprehensive loss will be reclassified to Interest expense, net on our consolidated statements of operations in the period in which the hedged item affects earnings.

flows from the interest rate swaps are classified in the same category as the cash flows for the underlying item being hedged within "Net cash provided by operating activities" on the consolidated statements of cash flows.

Amounts deferred in the consolidated statements of comprehensive loss for the interest rate swaps are reclassified to interest expense, net on the consolidated statements of operations in the period in which the hedged item affects earnings over the term of the derivative instrument.

Cash flows from interest rate derivatives are classified in the same category as the cash flows for the underlying item being hedged within "Net cash provided by operating activities" on the consolidated statements of cash flows.

Debt - Interest rate derivatives.

Fair Value of Financial Instruments

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In August 2022, the Company closed on the issuance and sale of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”).

The Company issued 115,000 shares of Series A Preferred Stock, par value 0.0001 per share, at a price of $ 1,000 per share, for an initial investment amount of $ 115.0 million.

Pursuant to the Certification of Designation, cumulative preferred dividends accrue quarterly on the Series A Preferred Stock at a rate of (i) 4.5 % per annum until but excluding the seven year anniversary of the closing, and (ii) 7.0 % per annum on and after the seven year anniversary of the closing .

The Series A Preferred Stock is classified as Mezzanine Equity because it is redeemable at the option of its holders upon a deemed liquidation event and has a condition for redemption that is not solely within the control of the issuer.

See “ Note 11.

Mezzanine Equity—Series A Convertible Preferred Stock” for further details.

The Series A Preferred Stock and cumulative preferred dividends, net of preferred issuance costs, is presented as mezzanine equity of $ 123.2 million as of December 31, 2024 in the Company’s consolidated balance sheets.

The Series A Preferred Stock is classified as mezzanine equity because it is redeemable at the option of its holders (upon a deemed liquidation event as defined in “ Note 12.

Mezzanine Equity —Series A Convertible Preferred Stock—Deemed Liquidation Event Redemption” ) and has a condition for redemption that is not solely within the control of the issuer.

Revenue Recognition

Refer to “ Note 14 Revenue Recognition ” for a detailed discussion of accounting policies related to revenue recognition, including deferred revenue and deferred commissions.

Revenue is recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services over the term of the agreement, generally when made available to the customers.

We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations.

Revenue is recognized net of sales credits and allowances.

Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Revenue is recognized based on the following five step model in accordance with ASC 606, Revenue from Contracts with Customers :

• Identification of the contract with a customer

• Identification of the performance obligations in the contract

• Determination of the transaction price

• Allocation of the transaction price to the performance obligations in the contract

• Recognition of revenue when, or as, the Company satisfies a performance obligation

Performance obligations under our contracts consist of subscription and support, perpetual licenses, and professional services revenue within a single operating segment.

Subscription and Support Revenue

The Company's software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software.

Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company's solution is made available to the customer.

As our customers have access to use our solutions over the term of the contract agreement we believe this method of revenue recognition provides a faithful depiction of the transfer of services provided.

Our subscription contracts are generally 1 to 3 years in length.

Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or subscription and support revenue, depending on whether the revenue recognition criteria have been met.

Additional fees for monthly usage above the levels included in the standard subscription fee are recognized as subscription and support revenue at the end of each month and are invoiced concurrently.

Subscription and support revenue includes revenue related to the Company’s digital engagement application which provided short code connectivity for its two-way short message service programs and campaigns.

These product lines were divested in the first quarter of 2025.

As discussed further in the “ Principal vs.

Agent Considerations ” section below, the Company recognizes revenue related to these messaging-related subscription contracts on a gross basis.

Perpetual License Revenue

The Company also records revenue from the sales of proprietary software products under perpetual licenses.

Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer.

The Company’s products do not require significant customization.

Professional Services Revenue

Professional services provided with subscription and support licenses and perpetual licenses consist of implementation fees, data extraction, configuration, and training.

The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality.

Revenue from professional services is recognized over time as such services are performed.

Revenue for fixed price services is generally recognized over time applying input methods to estimate progress to completion.

Revenue for consumption-based services are generally recognized as the services are performed.

Performance Obligations and Standalone Selling Price

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting.

The Company has contracts with customers that often include multiple performance obligations, usually including professional services sold with either individual or multiple subscriptions or perpetual licenses.

For these contracts, the Company records individual performance obligations separately if they are distinct by allocating the contract's total transaction price to each performance obligation in an amount based on the relative standalone selling price (“SSP”) of each distinct good or service in the contract.

We only include estimated amounts of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, historical standalone sales, customer demographics, geographic locations, and the number and types of users within our contracts.

Principal vs.

Agent Considerations

The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) for vendor reseller agreements and messaging-related subscription agreements.

Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output.

The Company's control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers, and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing.

While none of the factors individually are considered presumptive or determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement.

Generally, the Company reports revenue from vendor reseller agreements on a gross basis, meaning the amounts billed to customers are recorded as revenue, and expenses incurred are recorded as cost of revenue.

As the Company is primarily obligated in its messaging-related subscription contracts, has latitude in establishing prices associated with its messaging program management services, is responsible for fulfillment of the transaction, and has credit risk, we have concluded it is appropriate to record revenue on a gross basis with related pass-through telecom messaging costs incurred from third parties recorded as cost of revenue.

Revenue provided from agreements in which the Company is an agent are immaterial.

Contract Balances

The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables, and deferred revenue.

Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in unbilled receivables, which are expected to be billed during the succeeding twelve-month period and are recorded in unbilled receivables in our consolidated balance sheets.

A contract liability results when we receive prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as subscription fees.

Customer prepayments are generally applied against invoices issued to customers when services are performed and billed.

We recognize contract liabilities as revenue upon satisfaction of the underlying performance obligations.

Contract liabilities that are expected to be recognized as revenue during the succeeding twelve-month period are recorded in deferred revenue and the remaining portion is recorded in deferred revenue, noncurrent on the consolidated balance sheets at the end of each reporting period.

Deferred Revenue

Deferred revenue primarily consist of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for maintenance and other services, as well as initial subscription fees.

We recognize deferred revenue as revenue when the services are performed, and the corresponding revenue recognition criteria are met.

Our payment terms vary by the type and location of our customer and the products or services offered.

The term between invoicing and when payment is due is not significant.

For certain products or services and customer types, we require payment before the products or services are delivered to the customer.

Unbilled Receivables

Unbilled receivables represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for software licenses already delivered and professional services already performed, but invoiced in arrears and for which the Company believes it has an unconditional right to payment.

Deferred Commissions

Sales commissions earned by our sales force, and related payroll taxes, are considered incremental and recoverable costs of obtaining a contract with a customer.

Deferred commissions and other costs for new customer contracts are capitalized upon contract signing and amortized on a systematic basis that is consistent with the transfer of goods and services over the expected life of the customer relationships, which has been determined to be approximately 6 years.

The expected life of our customer relationships is based on historical data and management estimates, including estimated renewal terms and the useful life of the associated underlying technology.

Commissions paid on renewal contracts are not commensurate with commissions paid on new customer contracts, as such, deferred commissions related to renewals are capitalized and amortized over the estimated contractual renewal term of 18 months.

We utilized the 'portfolio approach' practical expedient, which allows entities to apply the guidance to a portfolio of contracts with similar characteristics as the effects on the financial statements of this approach would not differ materially from applying the guidance to individual contracts.

The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded as deferred commissions, current, and the remainder is recorded as deferred commissions, noncurrent, in our consolidated balance sheets.

Amortization expense is included in sales and marketing expenses on our consolidated statements of operations.

Deferred commissions are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable No indicators of impairment of deferred commissions were identified during the years ended December 31, 2025, 2024 or 2023.

Cost of Revenue

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Cost of revenue also includes the amortization of acquired technology, and hosting and infrastructure costs related to the delivery of the Company’s products and services.

Customer Relationship Acquisition Costs

Costs associated with the acquisition or origination of customer relationships are capitalized as customer relationship assets as incurred and amortized over the estimated life of the customer relationship.

Refer to “ Note 14.

Revenue Recognition ” for further discussion regarding deferred commissions.

Advertising Costs

Advertising costs are expensed in the period incurred.

Advertising expenses were $ 2.3 million, $ 2.0 million and $ 0.8 million for the years ended December 31, 2024, 2023 or 2022, respectively.

Advertising costs are recorded in Sales and marketing expenses on our consolidated statement of operations.

Advertising expenses were $ 1.0 million, $ 2.3 million and $ 2.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Advertising costs are recorded in Sales and marketing expenses on our consolidated statements of operations.

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

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

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

The Company has adopted a permanent reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to be repatriated as dividends.

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

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ROU assets represent the Company's right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease.

Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payment over the lease term at commencement date.

Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.

The lease ROU asset includes any initial direct costs incurred and is reduced for any tenant incentives.

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Stock-Based Compensation

The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in our consolidated statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period.

The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in our consolidated statements of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period.

We value restricted stock units at the closing price of our common stock on the grant date.

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We record forfeitures as they occur .

Comprehensive Income (Loss)

The Company utilizes the guidance in ASC 220, Income Statement—Reporting Comprehensive Income , for the reporting and display of comprehensive income (loss) and its components in the consolidated financial statements.

Comprehensive income (loss) consists of net loss, foreign currency translation adjustments for subsidiaries with functional currencies other than the United States dollar (“USD”), unrealized translation gains (losses) on foreign currency denominated intercompany loans, and unrealized gains (losses) on interest rate swaps designated as cash flow hedges.

Comprehensive Loss

The Company utilizes the guidance in ASC 220, Income Statement—Reporting Comprehensive Income , for the reporting and display of comprehensive income and loss and its components in the consolidated financial statements.

Comprehensive loss consists of net loss, foreign currency translation adjustments for subsidiaries with functional currencies other than the United States dollar (“USD”), unrealized translation gains (losses) on certain foreign currency denominated intercompany loans, and gains (losses) on interest rate swaps designated as cash flow hedges and related amortization of amounts reclassified into interest expense, net.

Refer to “ Note 12.

Stockholders' Equity —Accumulated Other Comprehensive Income (Loss)” for further discussion of the components of accumulated other comprehensive income (loss) for the years ended December 31, 2024, 2023 or 2022.

Stockholders' Deficit—Accumulated Other Comprehensive Loss ” for further discussion of the components of accumulated other comprehensive loss.

Foreign Currency Transactions

The functional currency of our foreign subsidiaries are generally the local currencies.

The functional currency of the Company’s foreign subsidiaries are generally the local currencies.

Results of operations for foreign subsidiaries are translated into USD using the average exchange rates on a monthly basis during the year.

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The related translation adjustments are recorded as a separate component of the Company’s consolidated statements of stockholders' equity in accumulated other comprehensive loss.

Assets and liabilities denominated in currencies other than the functional currency are remeasured using the current exchange rate for monetary accounts and historical exchange rates for non-monetary accounts, with exchange differences on remeasurement included in other expense, net in the accompanying statements of operations.

For the years ended December 31, 2024, 2023 and 2022, net gains of $ 1.1 million, $ 0.3 million and a net loss of $ 1.0 million, respectively, were recorded in Other expense, net on our consolidated statements of operations, related to remeasurement of foreign currency transactions.

We have foreign currency denominated intercompany loans that were used to fund the acquisition of foreign subsidiaries.

Due to the long-term nature of the loans, the foreign currency gains (losses) resulting from remeasurement are recognized as a separate component of the Company’s consolidated statements of stockholders' equity in accumulated other comprehensive loss.

During the years ended December 31, 2024, 2023 and 2022, a translation loss of $ 3.1 million, a translation gain of

$ 4.1 million, and a translation loss $ 10.0 million, respectively, were recognized as a component of accumulated other comprehensive income (loss) in the Company’s statements of stockholders’ equity, related to long-term intercompany loans.

The Company has foreign currency denominated intercompany loans.

To the extent that repayment of the loans is not anticipated for the foreseeable future, foreign currency gains (losses) resulting from remeasurement are recognized in accumulated other comprehensive loss in the consolidated statements of stockholders' deficit.

Foreign currency translation gains and losses related to long-term intercompany loans that are payable in the foreseeable future are recorded in other expense, net in the consolidated statements of operations.

Recent Accounting Pronouncements

Recently issued accounting pronouncements - Adopted

In November 2023, the Financial Standards Accounting Board (“FASB”) issued accounting standards update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted this ASU for the Annual Report for the year ended December 31, 2024 and there was no material impact on its financial statements.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

The ASU is effective for public business entities for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company adopted this ASU for the Annual Report for the year ended December 31, 2025 and applied the expanded disclosure requirements.

The adoption of this ASU did not have an impact on the company’s consolidated financial position, results of operations or cash flows.

Recently issued accounting pronouncements - Not Adopted

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S.

The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply.

The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years.

Entities are required to apply the amendments to ASC 260 retrospectively.

All other amendments may be applied prospectively or retrospectively.

Early adoption is permitted.

The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements which provides clarity about current requirements to help entities determine whether disclosures not specified in ASC 270 should be provided in interim reporting periods.

ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, and permits prospective or full retrospective adoption.

The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-07 Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.

ASU 2025-07 expands the scope exception for certain contracts not traded on an exchange to include contracts for which settlement is based on operations or activities specific to one of the parties to the contract.

This improvement is expected to result in more contracts and embedded features being excluded from the scope of Topic 815.

This ASU is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the effects adoption of this guidance and does not anticipate a material impact on its consolidated financial statements.

In September 2025, FASB issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software Targeted Improvements to the Accounting for Internal-Use Software related to accounting for internal-use software costs.

ASU 2025-06 improves the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

This ASU is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted.

The Company will adopt this guidance in the first quarter of 2026 and does not anticipate a material impact on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05 Measurement of Credit Losses for Accounts Receivable and Contract Assets related to credit losses for accounts receivable and contract assets.

ASU 2025-05 provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.

This ASU is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted.

The Company will adopt this guidance in the first quarter of 2026 and does not anticipate a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-04, Debt-Debt with Conversions and Other Options .

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This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the potential impact of this guidance on its disclosures.

The Company will adopt this guidance in the first quarter of 2026 and does not anticipate a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures .

ASU 2024-03 is intended to improve disclosures about a public business entity’s expense and provide more detailed information to investors about the types of expenses in commonly presented expense captions.

ASU 2024-03 (as clarified by ASU 2025-01) is intended to improve disclosures about a public business entity’s expense and provide more detailed information to investors about the types of expenses in commonly presented expense captions.

This ASU is effective for public companies with annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the effects of adoption of this guidance will have on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2023-09.

The Company performs quantitative and qualitative analyses to determine the significance of each acquisition to its consolidated financial statements.

As such, the acquisitions below were deemed to be insignificant on an individual and cumulative basis.

2022 Acquisitions

Acquisitions completed during the year ended December 31, 2022 include the following:

• BA Insight - On February 22, 2022, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of BA Insight Inc., (“BA Insight”), a cloud-based enterprise knowledge management solution.

• Objectif Lune - On January 07, 2022, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Objectif Lune Inc., a Quebec proprietary company (“Objectif Lune”), cloud-based

document workflow product.

Consideration

The following table summarizes the consideration transferred for the acquisitions described above (in thousands):

BA Insight Objectif Lune

Cash $ 33,355 $ 29,750

Working capital and other adjustments

Total consideration $ 35,587 $ 35,644

(1) Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for Objectif Lune, and 15 months following closing for BA Insight.

As of December 31, 2024, all of the holdbacks had been paid.

Fair Value of Assets Acquired and Liabilities Assumed

The Company recorded the purchase of the acquisitions described above using the acquisition method of accounting, and has recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition.

The following condensed table presents the finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions closed in 2022 (in thousands):

BA Insight Objectif Lune

Year Acquired 2022 2022

Cash $ 4 $ 745

Accounts receivable 2,466 5,677

Other current assets 4,080 7,183

Operating lease right-of-use asset 110 1,905

Property and equipment 3 248

Customer relationships 10,500 17,717

Trade name 150 362

Technology 2,000 5,512

Favorable leases — 291

Goodwill 25,495 23,797

Other assets 25 744

Total assets acquired

44,833 64,181

Accounts payable ( 236 ) ( 2,001 )

Accrued expense and other ( 4,083 ) ( 9,431 )

Deferred tax liabilities — ( 6,353 )

Deferred revenue ( 4,817 ) ( 8,847 )

Operating lease liabilities ( 110 ) ( 1,905 )

Total liabilities assumed

( 9,246 ) ( 28,537 )

Total consideration $ 35,587 $ 35,644

The Company uses third party valuation consultants to determine the fair values of assets acquired and liabilities assumed.

Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value.

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 the multi-period excess earnings method.

Developed technology and trade names are valued using the relief-from-royalty method.

The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the year ended December 31, 2022 (in years):

Customer relationships 7.0

Trade name 2.0

Developed technology 6.2

Favorable Leases 6.3

Total weighted-average useful life 6.8

During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to management’s estimates and assumptions.

The $ 49.3 million goodwill for the above acquisitions is primarily attributable to the synergies expected to arise after the acquisition.

Goodwill deductible for tax purposes related to the above acquisitions was $ 4.6 million.

Total transaction costs incurred with respect to acquisition activity in the years ended December 31, 2024, 2023 and 2022 were nil , nil and $ 4.6 million, respectively.

These costs are included in Acquisition-related expenses on our consolidated statement of operations.

The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements but anticipates expanded disclosures in its consolidated financial statements.

Fair Value Measurements

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Cash equivalents - money market funds $ 18,551 $ — $ — $ 18,551

Interest rate swaps $ — $ 9,742 $ — $ 9,742

Interest rate derivatives $ — $ 15 $ — $ 15

Total $ 18,551 $ 15 $ — $ 18,566

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Cash equivalents - money market funds $ 40,428 $ — $ — $ 40,428

Interest rate swaps — 14,270 — 14,270

Interest rate derivatives — 9,742 — 9,742

Total $ 40,428 $ 9,742 $ — $ 50,170

The Company’s cash equivalents - money market funds are measured at fair value using quoted market prices and active markets, therefore are categorized as Level 1.

In connection with entering into, and expanding, the Company's credit facility, as discussed further in “ Note 7.

Debt ”, the Company entered into interest rate swaps.

The fair value of these swaps are measured at the end of each interim reporting period based on the then assessed fair value and adjusted if necessary.

The fair value of the Company's interest rate derivatives are measured at the end of each interim reporting period based on the then assessed fair value.

As the fair value measure is based on the market approach, they are categorized as Level 2.

As of December 31, 2024, the fair value of the interest rate swaps is included in the “ Interest rate swap assets ” on the Company's consolidated balance sheets.

The Company’s other financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, and long–term debt.

The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities.

The Company believes the carrying value of its long-term debt at December 31, 2024 approximates its fair value based on its variable interest rate feature and interest rates currently available to the Company.

The Company believes the carrying value of its long-term debt approximates its fair value based on its variable interest rate feature and interest rates currently available to the Company.

The estimated fair value and carrying value of the Company's debt, before debt discount, at December 31, 2025 and December 31, 2024 are $ 238.5 million and $ 293.7 million, respectively, based on valuation methodologies using interest rates currently available to the Company which are Level 2 inputs.

The Company’s non-financial assets, such as goodwill and intangible assets, are recorded at fair value upon a business combination and are remeasured at fair value only if an impairment charge is recognized.

The Company uses unobservable inputs to the valuation methodologies that are significant to the fair value measurements, and the valuations require management’s judgment due to the absence of quoted market prices.

The Company determines the fair value of its held and used assets, goodwill and intangible assets using an income, cost or market approach as determined reasonable.

As the fair value measures are based on unobservable inputs, they are categorized as Level 3.

Goodwill and Other Intangible Assets

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Balance at December 31, 2023 $ 353,778

Adjustment related to finalization of business combinations 415

Impairment of goodwill ( 87,227 )

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Balance at December 31, 2024 $ 260,976

Impairment of goodwill

Divestitures of businesses ( 8,633 )

Foreign currency translation adjustment 7,288

Balance at December 31, 2025 $ 259,631

We review goodwill for impairment annually in the fourth quarter of the fiscal year and whenever events or changes in circumstances indicate that the carrying value of goodwill might not be recoverable.

As a result of the decline of our stock price impacting our market capitalization during the quarters ended March 31, 2024, March 31, 2023 and December 31, 2022, we performed quantitative impairment evaluations, which resulted in goodwill impairments of $ 87.2 million, $ 128.8 million and $ 12.5 million during the quarters ended March 31, 2024, March 31, 2023 and December 31, 2022, respectively.

Our quantitative goodwill impairment analysis applied two methodologies to estimate the Company’s fair value which were:

a) a discounted cash flow method and b) a guideline public company method.

The two methods generated similar results and indicated that the fair value of the Company was less than its carrying value.

The discounted cash flow method requires significant judgments, including estimation of future cash flows, which is dependent on internally developed forecasts, estimation of the long-term rate of growth for our business, and determination of our weighted average cost of capital.

Under the guideline public company method, we estimate fair value based on a market multiple of revenues and earnings derived for comparable publicly traded companies with similar operating characteristics as the Company.

Intangible assets, net, include the estimated acquisition-date fair values of customer relationships, marketing-related assets and developed technology that the Company recorded as part of its business acquisitions purchases and from acquisitions of customer relationships.

The Company reviews goodwill for impairment annually at the beginning of the fourth quarter of the fiscal year and whenever events or changes in circumstances indicate that the carrying value of goodwill might not be recoverable.

As a result of the decline of the Company’s stock price at December 31, 2025 and March 31, 2024, the Company determined that a triggering event had occurred, therefore we performed quantitative impairment evaluations as of those interim dates.

As a result of the quantitative impairment evaluation at December 31, 2025, the Company determined that no impairment existed at that date as the estimated fair value of the Company’s one reporting unit exceeded the carrying value.

As a result of the quantitative impairment evaluation at March 31, 2024, the Company determined that the carrying value of its one reporting unit exceeded the estimated fair value which resulted in goodwill impairment of $ 87.2 million during the quarter ended March 31, 2024.

The quantitative goodwill impairment analyses applied two methodologies to estimate the Company’s fair value which were:

a) a discounted cash flow method and b) a guideline public company method which were equally weighted.

The discounted cash flow method requires significant judgments, including estimation of future cash flows, which is dependent on internally developed forecasts, estimation of the long-term rate of growth for the business, and determination of the weighted average cost of capital.

Under the guideline public company method, the Company estimates fair value based on a market multiple of revenues and earnings derived for comparable publicly traded companies with similar operating characteristics as the Company.

Divestitures regarding divested businesses.

Intangible assets, net, include the estimated acquisition-date fair values of customer relationships, marketing-related assets and developed technology that the Company recorded as part of its past business acquisitions purchases and from acquisitions of customer relationships.

The following is a summary of the Company’s intangible assets, net (in thousands):

Estimated Useful

Life (Years) Gross

Carrying Amount Accumulated

Amount Accumulated

Amortization Net Carrying

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Total intangible assets $ 235,724 $ 173,407 $ 62,317

Estimated Useful

Life (Years) Gross

Carrying Amount Accumulated

Amount Accumulated

Amortization Net Carrying

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Total intangible assets $ 443,669 $ 319,766 $ 123,903

During the year ended December 31, 2025, the Company divested certain product lines and their related intangible assets which resulted in a reduction of $ 31.9 million in the net carrying value of intangible assets.

Divestitures .

The Company periodically reviews the estimated useful lives of its 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 year ended December 31, 2025, the Company identified a triggering event related to certain intangible assets associated with Sunset Assets and performed a valuation of certain long-lived assets in accordance with ASC 360 Impairment and Disposal of Long-Lived Assets .

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

As a result of the valuation, the Company recorded a $ 2.5 million impairment charge related to intangible assets associated with certain Sunset Assets for the year ended December 31, 2025.

No impairments of intangibles were recorded during the years ended December 31, 2024 or 2023.

Total amortization expense was $ 31.2 million, $ 53.8 million, and $ 70.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

No impairment of intangible assets were recorded during the years ended December 31, 2024, 2023 and 2022.

As of December 31, 2025, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands):

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Total $ 62,317

The Company's loss from continuing operations before income taxes was as follows (in thousands):

The Company's loss before provision of income taxes was as follows (in thousands):

Year Ended December 31,

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$ ( 38,672 ) $ ( 110,092 ) $ ( 182,367 )

The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands):

The components of the provision for (benefit from) income taxes attributable to continuing operations were as follows (in thousands):

Year Ended December 31,

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Total deferred ( 5,306 ) ( 3,624 ) ( 5,007 )

(Benefit from) provision for income taxes $ 2,640 $ ( 2,493 ) $ ( 1,741 )

Provision for (benefit from) income taxes $ 232 $ 2,640 $ ( 2,493 )

As of December 31, 2025 the Company had total net operating loss carryforwards of approximately $ 216.7 million consisting of $ 195.4 million and $ 21.3 million related to the U.S federal and foreign net operating loss carryforwards, respectively.

In addition, as of December 31, 2025 the Company had research and development credit carryforwards of $ 4.2 million.

$ 136.5 million of the U.S.

federal net operating loss carryforwards are related to years prior to 2018 and begin to expire in 2025.

The remaining $ 61.9 million carryforward indefinitely.

In addition, $ 43.9 million of foreign net operating loss carryforwards carry forward indefinitely, and the remainder will expire beginning in 2041.

federal net operating loss carryforwards are related to years prior to 2018 and begin to expire in 2026 and the remaining $ 58.9 million carry forward indefinitely.

Utilization of the U.S.

federal net operating losses and tax credits may be subject to substantial annual limitation due to the “change of ownership” provisions of the Internal Revenue Code of 1986.

federal net operating loss and tax credits may be subject to substantial annual limitation due to the “change of ownership” provisions of the Internal Revenue Code of 1986.

The annual limitation will result in the expiration of approximately $ 153.9 million of U.S.

federal net operating losses and $ 4.2 million of credit carryforwards before utilization.

$ 21.3 million of foreign net operating loss carryforwards carry forward indefinitely.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

11 unchanged sentences

Lease liability 705 453 960

Unrealized losses 1,168 — —

Research and development expenses 19,484 19,402 13,247

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Net deferred taxes $ ( 6,346 ) $ ( 11,002 ) $ ( 15,970 )

Due to the uncertainty surrounding the timing of realizing the benefits of its favorable tax attributes in future tax returns, the Company has placed a valuation allowance against its net deferred tax assets.

During the year ended December 31, 2024, the valuation allowance increased by $ 9.1 million and during the year ended December 31, 2023 the valuation allowance increased by $ 20.8 million.

The valuation allowance for the year ended December 31, 2024 increased $ 10.1 million related primarily to current U.S., U.K.

and Australia operations, which have current year losses.

This increase was offset by a decrease of $ 1.0 million due to the tax effect of items recorded in other comprehensive income .

The valuation allowance for the year ended December 31, 2023 decreased by $ 20.8 million due to the tax effect of $ 7.1 million of items recorded in other comprehensive income with the remaining increase of approximately $ 13.7 million related primarily to current operations.

During the years ended December 31, 2025 and 2024 the valuation allowance increased by $ 4.0 million and $ 9.1 million, respectively.

The valuation allowance for the year ended December 31, 2025 increased $ 7.0 million related to the U.S.

valuation allowance, offset by a $ 3.0 million decrease in the U.K.

valuation allowance.

The valuation allowance for the year ended December 31, 2024 increased by $ 9.1 million due to an increase of $ 10.1 million related primarily to current U.S., U.K.

and Australia operations, offset with the tax effects of $ 1.0 million of items recorded in other comprehensive income.

At December 31, 2025, we did not provide deferred income taxes on temporary differences resulting from earnings of certain foreign subsidiaries which are indefinitely reinvested.

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Deferred income taxes are provided as necessary with respect to earnings that are not indefinitely reinvested.

The Tax Cuts and Jobs Act of 2017 subjects a U.S.

shareholder to current tax on certain earnings of foreign subsidiaries under a provision commonly known as the global intangible low-taxed income (“GILTI”).

GAAP, an accounting policy election can be made to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years, or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only.

The Company has elected to account for GILTI as the of effects of cross-border taxes in the year the tax is incurred.

The Company’s provision for income taxes differs from the expected tax expense (benefit) computed by applying the statutory federal income tax rate to income before taxes due to the following:

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2025 2024 2023

Federal statutory rate 21.0 % 21.0 % 21.0 %

State taxes, net of federal benefit ( 0.8 ) % 1.1 % ( 0.2 ) %

Tax credits — % — % 0.6 %

Effect of foreign operations ( 1.6 ) % ( 0.4 ) % 0.1 %

U.S.federal statutory rate $ ( 8,121 ) 21.0 % $ ( 23,119 ) 21.0 % $ ( 38,297 ) 21.0 %

Nontaxable or nondeductible items:

Stock compensation 1,419 ( 3.6 ) % 1,300 ( 1.2 ) % 3,518 ( 1.9 ) %

Global intangible low-taxed income ( 2.6 ) % ( 1.3 ) % — %

intercompany dividend 2.5 % — % — %

Disallowed excess executive compensation ( 0.7 ) % — % ( 0.6 ) %

Goodwill impairment — — % 8,301 ( 7.5 ) % 13,717 ( 7.5 ) %

Permanent items and other ( 0.9 ) % 1.0 % ( 0.5 ) %

Change in valuation allowance ( 5.0 ) % ( 5.9 ) % ( 6.9 ) %

Change in tax rates — % 0.6 % 2.1 %

Divestiture tax impact 2,207 ( 5.7 ) % — — % — — %

Other ( 258 ) 0.7 % 725 ( 0.7 ) % 640 ( 0.4 ) %

Effects of cross-border taxes — — % 2,810 ( 2.6 ) % 2,317 ( 1.3 ) %

Changes in valuation allowance 2,428 ( 6.3 ) % 3,182 ( 2.9 ) % 3,454 ( 1.9 ) %

State taxes, net of federal income tax effect 428 ( 1.1 ) % 308 ( 0.3 ) % 571 ( 0.3 ) %

Foreign tax effects:

United Kingdom

Statutory rate difference between United Kingdom and United States 1,656 ( 4.3 ) % 2,068 ( 1.9 ) % ( 906 ) 0.5 %

Dividends received deduction ( 1,150 ) 3.0 % ( 2,736 ) 2.5 % — — %

Goodwill impairment — — % 215 ( 0.2 ) % 2,184 ( 1.2 ) %

Changes in valuation allowance ( 3,471 ) 9.0 % 2,465 ( 2.2 ) % 3,493 ( 1.9 ) %

Divestiture tax impact 3,812 ( 9.9 ) % — — % — — %

Other ( 134 ) 0.4 % 830 ( 0.8 ) % ( 522 ) 0.3 %

Statutory rate difference between Canada and United States 1,160 ( 3.0 ) % ( 1,056 ) 1.0 % 21.0 % ( 722 ) 0.7 %

Goodwill impairment — — % 3,920 ( 3.6 ) % (0.3) % 4,678 ( 2.6 ) %

Changes in valuation allowance ( 277 ) 0.7 % — — % — — %

Other 145 ( 0.4 ) % 793 ( 0.7 ) % — % ( 571 ) 0.1 %

Statutory rate difference between Ireland and United States ( 2,299 ) 5.9 % 908 ( 0.8 ) % 2,378 ( 1.3 ) %

Goodwill impairment — — % 1,647 ( 1.5 ) % 2,198 ( 1.2 ) %

Divestiture tax impact 2,964 ( 7.7 ) % — — % — — %

Other ( 108 ) 0.3 % ( 56 ) 0.1 % ( 565 ) 0.3 %

Other foreign jurisdictions ( 169 ) 0.4 % 135 ( 0.1 ) % 558 ( 0.3 ) %

Changes in unrecognized tax benefits — — % — — % ( 616 ) 0.3 %

$ 232 ( 0.6 ) % $ 2,640 ( 2.4 ) % $ ( 2,493 ) 1.4 %

Under ASC 740-10, Income Taxes - Overall , the Company periodically reviews the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions.

The Company periodically reviews the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions.

The Company uses a “more likely than not” criterion for recognizing an asset for unrecognized income tax benefits or a liability for uncertain tax positions.

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As of December 31, 2025, the Company has not accrued any interest or penalties related to uncertain tax positions.

Cash paid (received) for taxes was as follows (in thousands):

Year Ended December 31,

2025 2024 2023

Australia $ ( 5 ) $ ( 2 ) $ ( 12 )

Canada (Federal) 2,806 ( 1,024 ) 2,701

Canada (Provincial) 1,073 ( 171 ) 951

Ireland 1,079 1,121 1,971

India 320 331 244

Netherlands ( 140 ) 62 226

US (Federal) 676 — —

Texas 477 238 249

New Jersey ( 77 ) 196 197

US (State - Other) 660 1,247 597

Other 77 17 ( 18 )

Total cash taxes paid $ 6,946 $ 2,015 $ 7,106

The Company and its subsidiaries file tax returns in the U.S.

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$ 232,406 $ 290,194

Less current maturities ( 3,224 ) ( 3,172 )

Less current maturities (including Excess Cash Flow payment) ( 7,739 ) ( 3,224 )

Total long-term debt $ 224,667 $ 286,970

Credit Facility

In 2019, the Company entered into a credit agreement (the “Credit Facility”) which provided for (i) fully-drawn, 7 year, senior secured term loans for $ 350 million and $ 190 million maturing August 6, 2026 (the “Term Loans”) and (ii) a $ 60 million, 5 year, revolving credit facility (the “Revolver”) which matured August 6, 2024.

Payment terms

The Term Loans are repayable on a quarterly basis by an amount equal to 0.25 % ( 1.00 % per annum) of the aggregate principal amount of such loan.

Any amount remaining unpaid is due and payable in full on August 6, 2026.

At the option of the Company, the Term Loans accrue interest at a per annum rate based on (i) the Base Rate (as defined below) plus a margin of 2.75 % or (ii) the Term SOFR Reference Rate plus the Term SOFR Adjustment (not less than 0.00 %) published by CME Group Benchmark Administration Limited (CBA), or as otherwise determined in accordance with the Credit Facility (based on a period equal to 1, 2, 3 or 6 months or, if available and agreed to by all relevant Lenders and the Agent, 12 months or such period of less than 1 month) plus a margin of 3.75 %.

The Base Rate for any day was a rate per annum equal to the greatest of (i) the prime rate in effect on such day, (ii) the Federal Funds Effective Rate (not less than 0.00 %) in effect on such day plus ½ of 1.00%, and (iii) the Federal Funds Effective Rate for a one month interest period beginning on such day plus 1.00 %.

Accrued interest is paid quarterly or, with respect to Term Loans that are accruing interest based on the Federal Funds Effective Rate, at the end of the applicable interest rate period.

On July 25, 2025, (the “Closing Date”), the Company entered into a Credit Agreement (the “Credit Agreement”) which provided for (i) a senior secured term loan facility in the aggregate principal amount of $ 240 million (the “Term Loan”) and (ii) a senior secured revolving credit facility in the aggregate principal amount of $ 30 million (the “Revolving Facility” and together with the Term Loan, the “Credit Facilities”).

On the Closing Date the proceeds of the Term Loan, together with cash on hand, were used to redeem all of the then current outstanding aggregate principal amount of the Company’s previous senior secured credit facility.

The Term Loan matures on July 25, 2031 and bears an interest rate of the secured overnight financing rate, which shall not be less than 1.5 %, plus a margin of 6.0 % per annum (with step downs and a potential step up at specified leverage levels).

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

On August 15, 2024, the Company prepaid $ 175.0 million of the Term Loans and from September 30, 2024 through December 31, 2024, the Company prepaid an additional $ 8.0 million in principal payments.

On August 31, 2023, the Company prepaid $ 35.0 million of the Term Loans.

The Revolver matured August 6, 2024.

Loans under the Revolver could be borrowed, repaid and reborrowed until maturity, at which time all amounts borrowed under the Revolver must be repaid.

No amounts were drawn on the Revolver at the time of its maturity.

The Credit Facility contains customary affirmative and negative covenants.

The Term Loan and Revolver are secured by substantially all of the Company's assets.

As of December 31, 2024 the Company was in compliance with all covenants under the Credit Facility.

Interest rate swaps

In 2019, the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt.

Until the termination of a portion of the interest rate swaps as described below, these interest rate swaps effectively converted the entire balance of the Company's original principal Term Loans from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4 %, for the term of debt.

In August 2023, the Company sold $ 259.9 million of the notional amount of its interest rate swap assets back to the counterparties for $ 20.5 million .

At that time, a $ 20.5 million gain was recorded in accumulated other comprehensive income related to the notional amount sold.

That gain is being released to interest expense, net as interest is accrued on the Company’s variable-rate debt over the remaining term of the Term Loans as a decrease to interest expense, net.

In August 2024, the Company prepaid $ 175.0 million of the Term Loans resulting in the release of $ 9.0 million of the deferred gain to interest expense , net and from September 30, 2024 through December 31, 2024, the Company prepaid an additional $ 8.0 million in principal payments resulting in the additional release of $ 0.4 million of the deferred gain to interest expense, net.

In August 2023, the Company prepaid $ 35.0 million of the Term Loans.

As a result of this prepayments, $ 2.8 million of the deferred gain in accumulated comprehensive income was released immediately into earnings as interest expense, net in 2023.

In August 2024, the Company de-designated all of the interest rate swaps in conjunction with the August 2024 debt prepayment.

The amount remaining in accumulated other comprehensive loss at the de-designation date was $ 11.4 million and is being amortized to interest expense, net over the effective period of the original interest rate swap agreements.

Subsequent to the de-designation, changes in the fair value of the interest rate swaps are recorded to interest expense, net.

Net change in fair value of the interest rate swaps recognized in interest expense, net for the year ended December 31, 2024 was expense of $ 1.6 million.

Amounts reported in accumulated other comprehensive loss related to the Company's derivatives are reclassified to interest expense, net as interest is accrued on the Company’s variable-rate debt or prepayments on the Term Loans are made.

Payments on the Term Loan are due quarterly in amounts equal to (a) 2.5 % per annum of the original principal amount of the Term Loan commencing beginning December 31, 2025 through September 30, 2026, (b) 1.8 % per annum of the original principal amount of the Term Loan commencing December 31, 2026 through September 30, 2027, and (c) 1.0 % per annum of the original principal amount of the Term Loan commencing December 31, 2027 and continuing each fiscal quarter thereafter, with the balance payable on the maturity date.

Quarterly Excess Cash Flow payments may be due approximately 90 days after each quarter end based on net leverage ratios as defined in the Credit Agreement.

At December 31, 2025, the Excess Cash Flow payment due under the terms of the Credit Agreement was $ 3.3 million and is included in current maturities of long-term debt in the consolidated balance sheets.

The Revolving Facility matures on July 25, 2031 and bears the same interest rate as the Term Loan.

The proceeds of loans under the Revolving Facility can be used by the Company for working capital and other general corporate purposes.

No amounts were outstanding under the Revolving Facility as of December 31, 2025.

The Credit Facilities contains customary representations, warranties, covenants, including financial covenant, and events of default.

The Credit Facilities are secured by substantially all of the Company’s assets, subject to certain exclusions.

The Term Loan also includes (i) a covenant tested quarterly which limits the consolidated secured leverage ratio to 6.0 to 1.0 or under and (ii) certain other changes to the terms of the Credit Agreement, including with respect to certain negative covenants.

The Revolving Facility is subject to the same covenants and terms as the Term Loan.

As of December 31, 2025, the Company was in compliance with all covenants under the Credit Facilities.

The Company’s previous senior secured credit agreement provided for (i) 7 year, senior secured term loans which were repaid July 25, 2025 with the proceeds of the Term Loan and (ii) a $ 60 million, 5 year, revolving credit facility which matured August 6, 2024.

In conjunction with the repayment of the previous credit agreement, the Company incurred a loss on early extinguishment of debt of $ 2.3 million related to the write-off of unamortized debt discount and deferred financing fees, which was recorded as a loss on debt extinguishment in the consolidated statements of operations for the year ended December 31, 2025.

The Company incurred $ 7.1 million of lender fees (debt discount) and third party financing costs associated with the Credit Agreement entered into in July 2025.

The lender fees and third party costs associated with the Term Loan are recorded as a direct deduction from the long-term debt and the lender fees and third party costs associated with the Revolving Facility are recorded in Other assets in the consolidated balance sheets.

All lender fees and third party costs are amortized into interest expense, net over the contractual term of the Credit Agreement.

Interest rate derivatives

In 2019 the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to its debt, effectively converting a portion of the balance of the Company's debt from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4 %, through the maturity of the previous senior secured term loans, August 6, 2026.

At the time the Company entered into the interest rate swap agreements, the Company designated all of the swaps as cash flow hedges.

In August 2024, the Company de-designated all of the interest rate swaps and the realized and unrealized gains previously recognized as a component of accumulated other comprehensive loss are being amortized to interest expense, net as interest is accrued or prepayments are made on the Company’s debt.

Subsequent to the de-designation, changes in the fair value of the interest rate swaps were recorded to interest expense, net.

On July 18, 2025, the Company sold all of its remaining floating-to-fixed interest rate swap agreements.

The interest rate cap is reported at fair value and is included in other assets on the consolidated balance sheets, and the change in the fair value of the interest rate cap is reported in interest expense, net on the consolidated statements of operations.

Amounts previously reported in accumulated other comprehensive loss related to the Company's interest rate swaps are reclassified to interest expense, net as interest is accrued on the Company’s variable-rate debt or prepayments are made.

The impact of the Company’s derivative financial instruments on its consolidated statements of comprehensive loss was as follows (in thousands):

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2025 2024 2023

Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps $ ( 2,918 ) $ ( 6,434 ) $ 49,577

Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net ( 15,868 ) ( 5,289 ) —

Total Other comprehensive income (loss) on interest rate swaps

Unrealized gain (loss) recognized in other comprehensive loss on interest rate swaps $ — $ ( 2,918 ) $ ( 6,434 )

Amounts reclassified from accumulated other comprehensive loss to interest expense, net ( 7,969 ) ( 15,868 ) ( 5,289 )

Total other comprehensive income (loss) on interest rate derivatives, net of reclassifications into earnings $ ( 7,969 ) $ ( 18,786 ) $ ( 11,723 )

The impact of the Company’s interest rate derivatives on its consolidated statements of operations was as follows (in thousands):

Year Ended December 31

2025 2024 2023

In the next twelve months, assuming no additional prepayments, the Company estimates that $ 6.3 million will be reclassified from Accumulated other comprehensive income (loss) to Interest expense, net on our consolidated statement of operations.

Unrealized loss in fair value of interest rate derivatives $ ( 3,237 ) $ ( 1,611 ) $ —

Amounts reclassified from accumulated other comprehensive loss to interest expense, net 7,969 15,868 5,289

Cash payments 3,163 9,423 13,942

Total income (expense) related to interest rate derivatives in interest expense, net $ 7,895 $ 23,680 $ 19,231

In the next twelve months assuming no additional prepayments, the Company estimates that $ 2.7 million will be reclassified from accumulated other comprehensive loss to interest expense, net on the consolidated statements of operations.

Cash interest costs averaged 7.9 %, 6.6 %, and 7.2 % for the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2024, the Company had $ 3.5 million of unamortized debt issuance costs associated with the Credit Facility.

These issuance costs will be amortized to Interest expense, net on our consolidated statement of operations, over the term of the Credit Facility.

Debt Maturities

Under the terms of the Credit Facility, future debt maturities of long-term debt excluding debt discounts at December 31, 2024 are as follows (in thousands):

Under the terms of the Credit Facilities, future debt maturities of long-term debt excluding debt discounts at December 31, 2025 are as follows (in thousands):

Year ending December 31:

Thereafter 218,678

Total debt outstanding $ 238,500

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Net Loss Per Share

We compute loss per share of our Common Stock and Series A Preferred Stock using the two-class method.

The Company computes loss per share of Common Stock and Series A Preferred Stock using the two-class method.

The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

We consider our Series A Preferred Stock to be a participating security, as its holders are entitled to fully participate in any dividends or other distributions declared or paid on our Common Stock on an as-converted basis.

The following table sets for the computations of net loss per share:

The Company considers its Series A Preferred Stock to be a participating security, as its holders are entitled to fully participate in any dividends or other distributions declared or paid on Common Stock on an as-converted basis.

The following table sets for the computations of net loss per share (in thousands, except share and per share amounts):

Year Ended December 31,

(In thousands, except share and per share amounts) 2024 2023 2022

2025 2024 2023

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

Preferred stock dividends and accretion ( 5,848 ) ( 5,592 ) ( 5,347 )

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Due to the net losses incurred for the years ended December 31, 2025, 2024 and 2023, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive.

The Company is required to use the application of the if-converted method for calculating diluted earnings per share on our Series A Preferred Stock.

Company applies the treasury stock method for calculating diluted earnings per share on our stock options, restricted stock awards, restricted stock units and performance restricted stock units.

The following table sets forth the anti-dilutive common share equivalents excluded from the weighted-average shares used to calculate diluted net loss per common share:

The Company uses the application of the if-converted method for calculating diluted earnings per share on Series A Preferred Stock.

The Company applies the treasury stock method for calculating diluted earnings per share on stock options, restricted stock awards, restricted stock units and performance restricted stock units.

Contingently issuable shares associated with outstanding performance-based restricted stock units (each, a “PSU”) were not included in the basic earnings per share calculations for the periods presented, as the applicable vesting conditions had not been satisfied.

Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be antidilutive.

Performance-based restricted stock units are considered dilutive when the related performance criteria have been met assuming the end of the reporting period represents the end of the performance period.

All potential shares of common stock are antidilutive in periods of net loss.

Potential shares of common stock not included in the computation of earnings per share because their effect would have been antidilutive or because the performance criterion was not met were as follows:

Year Ended December 31,

6 unchanged sentences

Total anti–dilutive common share equivalents 9,657,241 9,682,740 8,991,254

(1) Per ASU 2020-06, the Company is applying the if-converted method to calculated diluted earnings per share.

(1) As of December 31, 2025, the Series A Preferred Stock plus accumulated dividends totaled $ 133.6 million.

The Series A Preferred Stock has a conversion price of $ 17.50 per share, as detailed in “ Note 11.

Mezzanine Equity —Series A Convertible Preferred Stock”

Mezzanine Equity”.

Operating Leases

The Company currently leases office space under operating leases that expire between 2024 and 2029.

The Company leases office space under operating leases that expire between 2026 and 2033.

The terms of the Company's non-cancelable operating lease arrangements typically contain fixed rent increases over the term of the lease, rent holidays and provide for additional renewal periods.

1 unchanged sentence

Lease Expense

Total office rent expense for the years ended December 31, 2024, 2023 and 2022 were approximately $ 1.4 million, $ 1.4 million and $ 2.5 million, respectively.

The $ 2.5 million office rent expense in 2022 includes approximately $ 1.1 million of transformation charges in conjunction with the closures of the BA Insight and Objectif Lune offices as we continue to consolidate and integrate these acquisitions.

The Company has entered into sublease agreements related to excess office space as a result of the Company's transformation activities related to its acquisitions.

The Company has entered into sublease agreements related to excess office space.

Sublease income is recognized as an offset to lease costs.

The Company’s current sublease agreements terminate in 2027.

For the years ended December 31, 2024, 2023 and 2022, the Company recognized rental income on subleases, as offsets to rental expense, of $ 0.8 million, $ 1.8 million and $ 1.4 million, respectively.

Operating lease obligations in the future minimum payments table below do not include the impact of future rental income of $ 0.5 million related to these subleases as of December 31, 2025.

1 unchanged sentence

Year Ended December 31,

2025 2024 2023

Operating lease cost $ 1,279 $ 2,195 $ 3,243

1 unchanged sentence

Total lease expense $ 1,053 $ 1,398 $ 1,481

Other information about lease amounts recognized on our consolidated financial statements is summarized as follows:

Other information about lease amounts recognized in the consolidated financial statements is summarized as follows:

Year Ended December 31,

4 unchanged sentences

Operating leases

$ 1,259 $ 212

Weighted average remaining lease term (in years):

2 unchanged sentences

Operating leases

As of December 31, 2024, the Company no longer had any finance lease agreements.

Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands):

The Company no longer has any finance lease agreements.

Future minimum payments for operating lease obligations are as follows (in thousands):

Thereafter 764

Total minimum lease payments 3,408

4 unchanged sentences

Total lease liabilities $ 2,788

Subsequent to December 31, 2024, the Company entered into an operating lease for its new corporate offices in Austin, Texas.

The Company’s existing lease agreement for its corporate office space expires in June 2025.

The new lease term begins in July 2025 and expires in January 2033 with an option to renew the lease for an additional three years .

Total commitments under this lease are approximately $ 1.8 million, net of lease incentives of $ 0.6 million.

Commitments and Contingencies

4 unchanged sentences

Year Purchase Commitments

2025 $ 16,469

Thereafter 1,754

Total minimum payments $ 40,249

5 unchanged sentences

Similarly, we may have one or more ongoing negotiations related to the amount of an earnout.

Gain contingencies related to indemnification claims are not recognized on our consolidated financial statements until realized.

Gain contingencies related to indemnification claims are not recognized on the consolidated financial statements until realized.

Letter of Credit

1 unchanged sentence

The letter of credit expires July 2029.

The amount underlying such letter of credit is reflected as restricted cash in the Company's consolidated balance sheets as of December 31, 2024.

The amount underlying such letter of credit is reflected as restricted cash in the Company's consolidated balance sheets as of December 31, 2025 and 2024.

Property and Equipment, Net

6 unchanged sentences

Depreciation expense on property and equipment, net was $ 1.0 million, $ 1.2 million and $ 1.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company recorded no impairment of property and equipment during the years ended December 31, 2024, 2023 and 2022.

During the years ended December 31, 2024, 2023 and 2022, we recognized $ 17.0 thousand, $ 47.0 thousand and $ 79.0 thousand in losses on disposal of assets related primarily to leasehold improvements associated with the consolidation and integration of prior year acquisitions.

The Company recorded no impairments of property and equipment during the years ended December 31, 2025, 2024 and 2023.

During the years ended December 31, 2025, 2024 and 2023, we recognized $ 60.0 thousand, $ 17.0 thousand and $ 47.0 thousand in losses on disposal of assets including office equipment and leasehold improvements.

Mezzanine Equity

Series A Convertible Preferred Stock

On July 14, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Ulysses Aggregator, LP (the “Purchaser”), an affiliate of HGGC, LLC, to issue and sell at closing 115,000 shares of Series A Preferred Stock of the Company, par value $ 0.0001 per share, at a price of $ 1,000 per share (the “Initial Liquidation Preference”) for an aggregate purchase price of $ 115.0 million (the “Investment”).

The Company is using the proceeds of the Investment for general corporate purposes and transaction-related fees and expenses.

On August 23, 2022 (the “Closing Date”), the closing of the Investment (the “Closing”) occurred, and the Series A Preferred Stock was issued to the Purchaser.

In connection with the issuance of the Series A Preferred Stock, the Company incurred direct and incremental expenses comprised of transaction fees, and financial advisory and legal expenses (the “Series A Preferred Stock Issuance Costs”), which reduced the carrying value of the Series A Preferred Stock.

Total Series A Preferred Stock Issuance Costs totaled $ 4.6 million.

Contemporaneous with the Closing Date, the Company and the Purchaser entered into a Registration Rights Agreement (the “Registration Rights Agreement”) and the Company filed a Certificate of Designation (the “Certificate of Designation”) setting out the powers, designations, preferences, and other rights of the Series A Preferred Stock with the Secretary of State of the State of Delaware in connection with the Closing.

Pursuant to the Registration Rights Agreement, the Purchaser has certain customary registration rights with respect to any shares of Series A Preferred Stock or the common stock of the

Company issuable upon conversion of the Series A Preferred Stock, including rights with respect to the filing of a shelf registration statement, underwritten offering rights and piggy back rights.

In 2022, the Company issued 115,000 shares of Series A Preferred Stock of the Company, par value $ 0.0001 per share, at a price of $ 1,000 per share (the “Initial Liquidation Preference”) for an aggregate purchase price of $ 115.0 million.

In connection with the issuance of the Series A Preferred Stock, the Company incurred direct and incremental expenses comprised of transaction fees, and financial advisory and legal expenses of $ 4.6 million which reduced the the carrying value of the Series A Preferred Stock.

The Purchaser has certain customary registration rights with respect to any shares of Series A Preferred Stock or the Common Stock of the Company issuable upon conversion of the Series A Preferred Stock, including rights with respect to the filing of a shelf registration statement, underwritten offering rights and piggy back rights.

Dividend Provisions

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The Series A Preferred Stock will have distribution and liquidation rights senior to all other equity interests of the Company.

As of December 31, 2024, the Liquidation Preference of the Series A Preferred Stock was $ 127.8 million.

As of December 31, 2025, the Liquidation Preference of the Series A Preferred Stock plus accrued and unpaid dividends was $ 133.6 million.

Optional Redemption

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Voting Rights

The Series A Preferred Stock will vote together with the Common Shares on all matters and not as a separate class (except as specifically provided in the Certificate of Designation or as otherwise required by law) on an as-if-converted basis.

The holders of the Series A Preferred Stock will have the right to elect one member of the Board of Directors for so long as holders of the Series A Preferred Stock own in the aggregate at least 5 % of the shares of common stock on a fully diluted basis.

In addition, the holders of the Series A Preferred Stock will have the right to elect one non-voting observer to the Board of Directors for so long as they hold at least 10 % of the shares of Convertible Preferred Stock outstanding as of the date of the issue date.

The Series A Preferred Stock vote together with the Common Shares on all matters and not as a separate class (except as specifically provided in the Certificate of Designation or as otherwise required by law) on an as-if-converted basis.

The holders of the Series A Preferred Stock have the right to elect one member of the Board of Directors for so long as holders of the Series A Preferred Stock own in the aggregate at least 5 % of the shares of common stock on a fully diluted basis.

In addition, the holders of the Series A Preferred Stock have the right to elect one non-voting observer to the Board of Directors for so long as they hold at least 10 % of the shares of Convertible Preferred Stock outstanding as of the date of the issue date.

Conversion Feature

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The Series A Preferred Stock has customary anti-dilution provisions for stock splits, stock dividends, mergers, sales of significant assets, and reorganization events and recapitalization transactions or similar events, and weighted average anti-dilution protection, subject to customary exceptions for issuances pursuant to current or future equity-based incentive plans or arrangements (including upon the exercise of employee stock options).

Stockholders' Equity

Common and Preferred Stock

At the Company’s annual meeting on June 7, 2023, the stockholders of the Company adopted a Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”).

Among other things, the Certificate of Amendment amended the Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock, from 50,000,000 to 75,000,000 .

Stockholders' Deficit

The common stock has a par value of $ 0.0001 per share.

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The number of authorized shares of common stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Company representing a majority of the votes represented by all outstanding shares of capital stock of the Company entitled to vote.

The holders of common stock are also entitled to receive dividends, when, if and as declared by our board of directors, whenever funds are legally available therefore, subject to the priority rights of any outstanding preferred stock.

See “ Note 12.

Mezzanine Equity —Series A Convertible Preferred Stock ” for a description of our Series A Preferred Stock, which is the only class of preferred stock outstanding.

Share repurchase program

On September 1, 2023, the Board of Directors authorized a stock repurchase program (the “Share Repurchase Plan”) in the aggregate amount of up to $ 15.0 million.

In October 2023, the Board of Directors authorized an increase to the Share Repurchase Plan to allow the Company to repurchase up to an additional $ 10 million of shares.

The holders of common stock are also entitled to receive dividends, when, if and as declared by the Board of Directors, whenever funds are legally available therefore, subject to the priority rights of any outstanding preferred stock.

Share repurchase programs

On August 15, 2025, the Board of Directors authorized a stock repurchase program (the “2025 Share Repurchase Plan”) in the aggregate amount of up to $ 10 million (inclusive of any taxes payable as a result of such repurchase) that would allow the Company to repurchase shares of its issued and outstanding common stock from time to time in the open market or otherwise (including in negotiated transactions, open market transactions, through accelerated share repurchase, through indirect purchases of Common Stock such as by using derivatives or in other transactions) in each case in accordance with applicable securities laws so long as the aggregate purchase price paid for such transactions does not exceed $ 10 million (inclusive of any taxes payable as a result of such repurchase) for all such purchases.

The authorization does not have a specified expiration date.

Accordingly, unless terminated earlier by resolution of the Board, the 2025 Share Repurchase Plan will expire when the Company has repurchased all shares authorized for repurchase thereunder.

The Company is not obligated to acquire any particular amount of Common Stock and may modify or suspend the repurchases at any time in the Company’s discretion.

In September and October 2023, the Board of Directors authorized a stock repurchase program (the “2023 Share Repurchase Plan”) in the aggregate amount of up to $ 25.0 million (inclusive of any taxes payable as a result of such repurchase) that allowed the Company to repurchase shares of its issued and outstanding Common Stock.

The 2023 Share Repurchase Plan expired in May 2024 when the Company had repurchased all shares authorized for repurchase.

In fiscal year 2024, the Company’s net stock repurchases are subject to a 1 percent excise tax under the Inflation Reduction Act.

The excise tax is included as a reduction to accumulated deficit in the consolidated statements of stockholders equity.

Total accrued excise tax of $ 0.2 million is included in total cost of shares repurchases, excluded from average cost per share and excluded from total cash paid during the years ended December 31, 2024 and 2023 as amounts were unpaid at year end.

During the year ended December 31, 2024, the Company repurchased and subsequently retired 3,208,705 shares of Common Stock, for a total of $ 11.0 million under the Share Repurchase Plan, inclusive of excise tax and other costs directly related to the repurchased shares.

As of December 31, 2024, no shares remained available for additional share repurchases.

In the year ended December 31, 2025, the Company purchased 55,597 shares as part of the 2025 Stock Repurchase Plan at an average price of $ 2.44 per share, excluding commission costs and the impact of excise taxes.

As of December 31, 2025, $ 9.9 million was still available for share repurchases under the 2025 Share Repurchase Plan.

The Company is not obligated to acquire any particular amount of Common Stock and may modify or suspend the repurchases at any time in the Company’s discretion.

As of December 31, 2024, the Share Repurchase Plan was complete and no further amounts are available for share repurchases.

The Company’s net stock repurchases are subject to a 1 percent excise tax under the Inflation Reduction Act.

The excise tax is included as a reduction to accumulated deficit in the consolidated statements of stockholders’ equity.

Total accrued excise tax was immaterial at December 31, 2025

Tax Benefit Preservation Plan and Preferred Stock Purchase Rights

Effective June 5, 2024, after approval of the Board and the Companys’ stockholders, the Company entered into the 2024 Tax Benefit Preservation Plan with Broadridge Corporate Issuer Solutions, LLC, as Rights Agent (the “2024 Tax Benefit Preservation Plan”).

Effective June 5, 2024, the Company entered into the 2024 Tax Benefit Preservation Plan with Broadridge Corporate Issuer Solutions, LLC, as Rights Agent (the “2024 Tax Benefit Preservation Plan”).

By adopting the 2024 Tax Benefit Preservation Plan, the Company is seeking to protect its ability to use its net operating loss carryforwards (“NOLs”) and other tax attributes to offset potential future income tax liabilities.

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• If shares of Common Stock are exchanged as a result of a merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of Common Stock.

Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) consists of two elements, net income (loss) and other comprehensive income (loss).

Other comprehensive income (loss) items are recorded in the stockholders’ equity section on our consolidated balance sheets and excluded from net income (loss).

Other comprehensive income (loss) consists primarily of foreign currency translation adjustments for subsidiaries with functional currencies other than the USD, unrealized translation gains (losses) on intercompany loans with foreign subsidiaries, and unrealized gains (losses) on interest rate swaps.

The following table shows the ending balance of the components of accumulated other comprehensive loss, net of income taxes, in the stockholders’ equity section on our consolidated balance sheets at the dates indicated (in thousands):

Other comprehensive income (loss)

Foreign currency translation adjustment $ ( 26,172 ) $ ( 19,947 )

Unrealized translation loss on intercompany loans with foreign subsidiaries, net of taxes ( 6,477 ) ( 3,330 )

Unrealized gain on interest rate swaps, net of amounts reclassified into interest expense, net 9,033 14,270

Accumulated Other Comprehensive Loss

Comprehensive loss consists of two elements, net loss and other comprehensive income (loss).

Other comprehensive income (loss) items are recorded in the stockholders’ deficit section on the consolidated balance sheets and excluded from net loss.

Other comprehensive loss consists primarily of unrealized foreign currency translation adjustments for subsidiaries with functional currencies other than the USD, unrealized translation gains (losses) on intercompany loans with foreign subsidiaries when repayment of those loans is not anticipated in the foreseeable future, and gains (losses) on interest rate swaps, net of amounts reclassified into interest expense, net.

The following table shows the ending balance of the components of accumulated other comprehensive loss, net of income taxes, in the stockholders’ equity section on the consolidated balance sheets at the dates indicated (in thousands):

Unrealized foreign currency translation adjustment, net of realized amounts reclassified into loss from divestitures of businesses $ ( 15,223 ) $ ( 26,172 )

Unrealized translation losses on intercompany loans with foreign subsidiaries, net of taxes ( 2,605 ) ( 6,477 )

Unrealized gains on interest rate swaps, net of amounts reclassified into interest expense, net 2,690 9,033

Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net

Total accumulated other comprehensive income (loss) $ ( 21,990 ) $ 6,168

The Unrealized translation gains on intercompany loans with foreign subsidiaries as of December 31, 2024 and 2023 are net of unrealized income tax expense of $ 1.4 million and $ 1.6 million, respectively.

The income tax expense (benefit) allocated to each component of other comprehensive income (loss) for all other periods and components was not material.

Stock-Based Compensation Plans

Total accumulated other comprehensive loss $ ( 15,138 ) $ ( 21,990 )

The functional currency of foreign subsidiaries are the local currencies.

Results of operations for foreign subsidiaries are translated into United States dollars (“USD”) using the average exchange rates on a monthly basis during the year.

The assets and liabilities of those subsidiaries are translated into USD using the exchange rates in effect at the balance sheet date.

The related translation adjustments are recorded as a separate component of stockholders' deficit in AOCI.

During the year ended December 31, 2025, the Company divested certain product lines and reclassified $ 4.4 million of the cumulative foreign currency translation adjustment as a component of the loss on divestitures.

Divestitures .

As of December 31, 2025 and December 31, 2024, the unrealized translation losses on intercompany loans with foreign subsidiaries considered long-term in nature are net of unrealized income tax of $ 1.5 million and $ 1.4 million, respectively.

The income tax expense/benefit allocated to each component of other comprehensive loss for all other periods and components is not material.

The Company reclassifies taxes from AOCI to earnings as the items to which the tax effects relate are similarly reclassified.

Stock-Based Compensation

The Company’s stock-based compensation generally includes awards of restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”).

Key employees, officers and directors of the Company and its consultants or advisors are eligible to receive awards.

On June 5, 2024, the Company’s stockholders approved the Upland Software, Inc.

Key employees, officers and directors of the Company and its consultants or advisors are eligible to receive awards under the Upland Software, Inc.

2024 Omnibus Incentive Plan.

No further awards will be made under the Upland Software, Inc.

Prior to 2024, awards were issued under the Upland Software, Inc.

2014 Equity Incentive Plan or the Amended and Restated Upland Software, Inc.

2010 Stock Option Plan (collectively, the “Plans”).

At December 31, 2024, there were 103,561 options outstanding under the Company’s Plans, 2,177,132 restricted stock units and 100,000 performance based restricted stock units outstanding under the Plans.

At December 31, 2024, there were 2,725,017 shares of common stock reserved for issuance under the Plans.

Share-based Compensation

The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands):

Year Ended December 31,

2024 2023 2022

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

Our income tax benefits recognized from stock-based compensation arrangements in each of the periods presented were immaterial due to cumulative losses and valuation allowances.

At December 31, 2025, there were 1,090,826 shares of common stock reserved for issuance under the Plans including the reserve for maximum vesting potential of performance-based restricted stock units as described below.

Restricted Stock Units (“RSU”)

Restricted stock units primarily vest over a period of 1 to three years upon the satisfaction of a service-based condition with quarterly vesting.

The total fair value of the RSUs vested during the years ended December 31, 2024, 2023 and 2022 was approximately $ 4.3 million, $ 5.0 million and $ 13.9 million, respectively.

Performance-Based Restricted Stock Units

In 2024, 2023 and 2022, fifty percent of the awards granted to our Chief Executive Officer were PRSUs.

The PRSU agreements provide that the quantity of units subject to vesting may range from 0 % to 300 % of the units granted based on the Company's absolute total shareholder return (“TSR”) at the end of thirty-six month performance periods for the 2024 and 2023 PRSUs and an 18 month performance period for the 2022 PRSUs.

In December 2024, 750,000 of 2024 PRSUs vested when the TSR met the performance criteria.

The 2023 PRSU has not vested as of year ended December 31, 2024.

The 2022 PRSU resulted in no units granted at the end of their performance period on June 30, 2023.

The total fair value of PRSUs vested during the years ended December 31, 2024, 2023 and 2022 was $ 3.5 million, nil , and nil , respectively.

Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the year ended December 31, 2024 and year ended December 31, 2023 are as follows:

December 31, 2024 December 31, 2023

Restricted stock units primarily vest over a period of 1 to three years upon the satisfaction of a service-based condition with yearly or quarterly vesting.

The total fair value of the RSUs vested during the years ended December 31, 2025, 2024 and 2023 was $ 3.4 million, $ 4.3 million and $ 5.0 million, respectively.

Performance-Based Restricted Stock Units (“PRSU”)

In 2025, 2024 and 2023, fifty percent of the awards granted to the Chief Executive Officer were PRSUs.

The PRSU agreements provide that the quantity of units subject to vesting may range from 0 % to 300 % of the units granted based on the Company's absolute total shareholder return (“TSR”) at the end of twenty-four to thirty-six month performance periods.

The 2025 PRSU did not vest during year ended December 31, 2025.

In December 2024, 750,000 of the 2024 PRSUs vested when the TSR met the performance criteria.

The 2023 PRSU did not vest prior to the end of its performance period on December 31, 2025 and was cancelled.

The total fair value of PRSUs vested during the years ended December 31, 2025, 2024 and 2023 was nil , $ 3.5 million and nil , respectively.

Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the years ended December 31, 2025, 2024 and 2023 are as follows:

December 31, 2025 December 31, 2024 December 31, 2023

Expected volatility 81.9 % 62.1 % - 74.6 %

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Vested ( 1,493,869 ) 5.01

Cancelled ( 100,000 ) 14.73

Forfeited ( 758,880 ) 4.45

Unvested restricted units outstanding as of December 31, 2025 1,949,383 $ 4.88

At December 31, 2025, there were 1,699,383 restricted stock units and 250,000 performance-based restricted stock units outstanding under the Plans.

The PRSU and RSU activity table above includes PRSU units granted that are based on a 100 % target payout.

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Outstanding at December 31, 2024 103,561 $ 10.77

Options granted — —

Options exercised — —

Options forfeited — —

Options expired ( 31,929 ) 7.56

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Options vested and exercisable at December 31, 2025 71,632 $ 12.20 0.9 $ —

The aggregate intrinsic value of options exercised at December 31, 2024, 2023, and 2022, was approximately nil , nil , and $ 0.6 million, respectively.

All of the Company’s outstanding stock options were fully vested as of December 31, 2019.

The aggregate intrinsic value of options exercised at December 31, 2025, 2024, and 2023, was nil , nil , and nil , respectively.

All of the Company’s outstanding stock options are fully vested.

As of December 31, 2025, there was no remaining unrecognized compensation cost related to stock options.

Share-based Compensation

The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands):

Year Ended December 31,

2025 2024 2023

Cost of revenue $ 420 $ 765 $ 952

Research and development 785 2,095 2,463

Sales and marketing 448 1,512 2,059

General and administrative 7,455 10,898 17,400

Total $ 9,108 $ 15,270 $ 22,874

I ncome tax benefits recognized from stock-based compensation arrangements in each of the periods presented were immaterial due to cumulative losses and valuation allowances.

Revenue Recognition

Revenue Recognition Policy

We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations.

Revenue is recognized net of sales credits and allowances.

Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Revenue is recognized based on the following five step model in accordance with ASC 606, Revenue from Contracts with Customers :

• Identification of the contract with a customer

• Identification of the performance obligations in the contract

• Determination of the transaction price

• Allocation of the transaction price to the performance obligations in the contract

• Recognition of revenue when, or as, the Company satisfies a performance obligation

Performance obligations under our contracts consist of subscription and support, perpetual licenses, and professional services revenue within a single operating segment.

Subscription and Support Revenue

The Company's software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software.

Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company's solution is made available to the customer.

Our subscription contracts are generally 1 to 3 years in length.

Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or subscription and support revenue, depending on whether the revenue recognition criteria have been met.

Additional fees for monthly usage above the levels included in the standard subscription fee are recognized as subscription and support revenue at the end of each month and is invoiced concurrently.

Subscription and support revenue includes revenue related to the Company’s digital engagement application which provides short code connectivity for its two-way short message service (“SMS”) programs and campaigns.

As discussed further in the “ Principal vs.

Agent Considerations ” section below, the Company recognizes revenue related to these messaging-related subscription contracts on a gross basis.

Perpetual License Revenue

The Company also records revenue from the sales of proprietary software products under perpetual licenses.

Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer.

The Company’s products do not require significant customization.

Professional Services Revenue

Professional services provided with subscription and support licenses and perpetual licenses consist of implementation fees, data extraction, configuration, and training.

The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality.

Revenue from professional services are recognized over time as such services are performed.

Revenue for fixed price services are generally recognized over time applying input methods to estimate progress to completion.

Revenue for consumption-based services are generally recognized as the services are performed.

Performance Obligations and Standalone Selling Price

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting.

A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

Principal vs.

Agent Considerations

Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output.

While none of the factors individually are considered presumptive or

determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement.

Revenue provided from agreements in which the Company is an agent are immaterial.

Contract Balances

The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables, and deferred revenue.

Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in unbilled receivables, which are expected to be billed during the succeeding twelve-month period and are recorded in Unbilled receivables in our consolidated balance sheets.

A contract liability results when we receive prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as subscription fees.

Customer prepayments are generally applied against invoices issued to customers when services are performed and billed.

We recognize contract liabilities as revenue upon satisfaction of the underlying performance obligations.

Contract liabilities that are expected to be recognized as revenue during the succeeding twelve-month period are recorded in Deferred revenue and the remaining portion is recorded in Deferred revenue, noncurrent on the accompanying consolidated balance sheets at the end of each reporting period.

We recognize deferred revenue as revenue when the services are performed, and the corresponding revenue recognition criteria are met.

Customer prepayments are generally applied against invoices issued to customers when services are performed and billed.

Our payment terms vary by the type and location of our customer and the products or services offered.

The term between invoicing and when payment is due is not significant.

For certain products or services and customer types, we require payment before the products or services are delivered to the customer.

Unbilled Receivables

As of December 31, 2024 and 2023 unbilled receivables were $ 3.4 million and $ 2.7 million, respectively.

Deferred Commissions

Sales commissions earned by our sales force, and related payroll taxes, are considered incremental and recoverable costs of obtaining a contract with a customer.

The expected life of our customer relationships is based on historical data and management estimates, including estimated renewal terms and the useful life of the associated underlying technology.

The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded as Deferred commissions, current, and the remainder is recorded as Deferred commissions, noncurrent, in our consolidated balance sheets.

Amortization expense is included in sales and marketing expenses on our consolidated statements of operations.

Deferred commissions are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable consistent with the Company's long-lived assets policy as described in “ Note 2.

Basis of Presentation and Summary of Significant Accounting Policies ”.

No indicators of impairment of deferred commissions were identified during the years ended December 31, 2024, 2023 or 2022.

The following table presents the activity impacting deferred commissions for the year ended December 31, 2025 (in thousands):

Deferred Commissions

Deferred commissions balance at December 31, 2023 $ 22,997

Balance as of 12/31/2023 $ 22,997

Capitalized deferred commissions 9,662

Amortization of deferred commissions ( 12,151 )

Deferred commissions balance at December 31, 2024 $ 20,508

Amortization of deferred commissions in excess of amounts capitalized for the year ended December 31, 2024 was $ 2.5 million.

Balance as of 12/31/2024 $ 20,508

Deferred commissions divested (see Note 15.

Divestitures )

Capitalized deferred commissions 6,796

Amortization of deferred commissions ( 8,133 )

Balance as of 12/31/2025 $ 13,525

Deferred Revenue

Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met.

Deferred revenue is mainly unearned revenue related to subscription services and support services.

During the year ended December 31, 2025, we recognized $ 81.6 million and $ 1.9 million of subscription services and professional services revenue, respectively, that was included in the deferred revenue balances at the beginning of the period.

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The Company has established various international defined contribution plans and one voluntary defined contribution retirement plan qualifying under Section 401(k) of the Internal Revenue Code.

The Company made no material contributions to the 401(k) plans for the years ended December 31, 2024, 2023 and 2022.

Segment and Geographic Information

ASC 280, Segment Reporting , establishes standards for reporting information about operating segments.

It defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance.

Our Chief Executive Officer is considered to be our CODM.

Our CODM manages the business as a multi-product cloud-based software application business that utilizes a singular operating model to deliver a consistently high level of operating performance to customers regardless of their geography or IT environment.

The Company made no contributions to the 401(k) plans for the years ended December 31, 2025, 2024 and 2023.

During the year ended December 31, 2025, the Company completed divestitures of certain product lines for combined total consideration of $ 15.5 million with up to $ 4.0 million in earn-outs over the next 2 years.

For the year ended December 31, 2025, the combined net loss on divestitures was $ 24.4 million and divestiture-related expenses were $ 9.7 million.

Total consideration included a secured promissory note in the principal amount of $ 5.5 million to be repaid quarterly over 5 years bearing interest at 10 % annually.

The Company recognized the promissory note at its fair value of $ 4.9 million on the date of sale.

The Company evaluated the collectability of the promissory note at inception and based on that evaluation the Company provided a $ 1.5 million reserve which was recorded as an additional loss on the divestiture of the product lines.

At December 31, 2025, the book value of the note was $ 3.0 million.

The Company will continue to monitor the collectability of the note and will record adjustments to the estimated net realizable value as deemed necessary until the note is settled.

This note matures in 2030.

At December 31, 2025, the current portion of the promissory note, net of the allowance, was $ 0.5 million and is recorded in prepaid expenses and other current assets on the Company’s consolidated balance sheets and the long-term portion of the promissory note, net of the allowance, was $ 2.5 million and is recorded in other assets on the Company’s consolidated balance sheets.

The Company's interest in this note receivable is a variable interest and the underlying entity is a variable interest entity (“VIE”).

The Company is not the primary beneficiary of this VIE because the Company does not individually have the power to direct the activities that are most significant to the entity and accordingly, the VIE is not consolidated.

As part of the divestitures, the Company entered into transition services agreements (each a “TSA”) with each of the buyers to assist them in the transition of certain functions, including, but not limited to, information technology, finance and accounting.

Each TSA period has lapsed as of December 31, 2025.

The Company has $ 0.2 million in TSA receivables due from the buyers recorded in prepaid expenses and other current assets in the consolidated balance sheets at December 31, 2025.

Segment Information and Geographic Information

The Company’s Chief Executive Officer is considered to be the chief operating decision-maker (“CODM”).

The CODM manages the business as a multi-product cloud-based software application business that utilizes a singular operating model to deliver a consistently high level of operating performance to customers regardless of their geography or IT environment.

Operating results are reviewed by the CODM primarily at the consolidated entity level for purposes of making resource allocation decisions and for evaluating financial performance.

The key measure of profit or loss utilized by the CODM to assess performance of and allocate resources within the Company’s single operating segment is net loss.

Accordingly, we consider the Company to be in a single operating and reporting segment structure.

The key measure of profit or loss utilized by the CODM to assess the performance of and allocate resources within the Company’s single operating segment is net loss.

This measure is presented on the consolidated statements of operations.

Significant segment expenses included in net loss are cost of revenue, sales and marketing expenses, research and development expenses, general and administrative expenses, depreciation and amortization, interest expense, net and other income (expense), which

are presented on the consolidated statements of operations.

Significant segment expenses included in net loss are cost of revenue, sales and marketing, research and development, general and administrative, depreciation and amortization, acquisition and divestiture related expenses, interest expense, net and other income (expense), which are presented on the consolidated statements of operations.

The measure of segment assets is reported on the consolidated balance sheets as total assets.

Accordingly, we consider ourselves to be in a single operating and reporting segment structure.

See “ Note 13 Revenue Recognition—Disaggregated Revenue ” for a detail of revenue by geography.

Identifiable Long-Lived Assets

Identifiable long-lived assets:

Property and equipment

Property and equipment, net:

United States $ 1,208 $ 720

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Other International 163 314

Total identifiable long-lived assets $ 1,518 $ 1,932

Subsequent Events

The Company completed the disposition of certain assets in the first quarter of 2025 for $ 9.5 million consisting of cash and other consideration.

The Company estimates it will record a loss on the transactions which will be recognized as Loss on divestitures in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2025.

The Company used the cash proceeds to further paydown its outstanding Term Loans.

Total property and equipment, net $ 1,815 $ 1,518

Operating lease right-of-use asset

Operating lease right-of-use asset:

United States $ 1,436 $ 906

United Kingdom 59 67

Canada 74 161

Other International 144 230

Total operating lease right-of-use asset $ 1,713 $ 1,364

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data