What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-01 · 151 added, 89 removed, 228 unchanged (51% of the section changed)

14 unchanged sentences

Upland Software, Inc.

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.

provides an intelligence layer that unifies and contextualizes enterprise knowledge, content, and data, turning isolated information into actionable outcomes for every human and agent.

More than 1,100 enterprise customers rely on Upland's deep domain expertise to drive measurable, value-add outcomes, unlocking the full potential of AI as their organizations evolve.

On June 3, 2026, we filed a Certificate of Amendment to our charter with the Secretary of State of the State of Delaware, which effected a 1-for-10 reverse stock split of our issued and outstanding common stock (the "Reverse Stock Split").

As a result of the Reverse Stock Split, every ten shares of our issued and outstanding common stock were automatically combined into one share of common stock, without any change in par value per share, which remained $0.0001 per share.

The Reverse Stock Split did not alter any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split resulted in fractional shares.

No fractional shares were issued in connection with the Reverse Stock Split, and stockholders who would otherwise have been entitled to receive a fractional share received a cash payment in lieu thereof.

All outstanding stock options, restricted stock units, and other equity-based awards, as well as the number of shares available for issuance under our 2024 Omnibus Incentive Plan, as amended, were proportionately adjusted in accordance with their respective terms.

Key Metrics and Non-GAAP Financial Measures

5 unchanged sentences

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

For the three-month period ended March 31, 2026, our Core Organic Growth Rate was 0.25%.

For the three-month period ended June 30, 2026, our Core Organic Growth Rate was negative 0.39%.

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

6 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

(dollars in thousands)

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

Three Months Ended March 31,

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

2026 2025 2026 2025

(dollars in thousands)

10 unchanged sentences

Loss on divestitures of businesses — 434 — 23,891

Impairment of goodwill and other intangibles 35,246 2,469 35,246 2,469

Adjusted EBITDA $ 12,820 $ 13,585 $ 25,490 $ 26,667

16 unchanged sentences

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

Three Months Ended March 31,

Amount Percent of Revenue Amount Percent of Revenue

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

2026 2025 2026 2025

Amount Percent of Revenue Amount Percent of Revenue Amount Percent of Revenue Amount Percent of Revenue

(dollars in thousands, except share and per share data)

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Divestiture-related expenses — 2 % 6,879 13 % 22 1 % 8,624 7 %

Impairment of goodwill and other intangibles 35,246 72 % 2,469 5 % 35,246 36 % 2,469 2 %

Total operating expenses 67,165 137 % 46,983 88 % 98,872 101 % 93,642 80 %

Income (loss) from operations 5,049 10 % (1,052) (1) %

Loss from operations (29,694) (61) % (7,035) (13) % (24,645) (25) % (8,087) (7) %

Other expense:

5 unchanged sentences

Benefit from (provision for) income taxes (841) (1) % 171 1 % (1,827) (2) % 1,516 2 %

Loss from operations (1,230) (3) % (25,848) (41) %

Net loss $ (35,318) (72) % $ (13,029) (24) % $ (36,548) (37) % $ (38,877) (33) %

Preferred stock dividends and accretion (1,521) (3) % (1,454) (3) % (3,024) (3) % (2,892) (2) %

6 unchanged sentences

Stockholders' Deficit” .

(2) Includes general and administrative stock-based compensation of $0.8 million and $2.0 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

General and administrative expense excluding stock-based compensation as a percentage of total revenues was 16% and 15% for the three months ended March 31, 2026 and March 31, 2025, respectively.

(3) Includes depreciation and amortization of $1.0 million and $1.7 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

Comparison of the Three Months Ended March 31, 2026 and 2025

Divestitures regarding product lines divested in the three months ended March 31, 2025.

Three Months Ended March 31,

2026 2025 % Change

(2) Includes amortization as detailed below.

Comparison of the Three and Six Months Ended June 30, 2026 and 2025

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

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

2026 2025 % Change 2026 2025 % Change

(dollars in thousands)

4 unchanged sentences

Total revenue $ 49,141 $ 53,383 (8) % $ 97,831 $ 117,038 (16) %

For the Three Months Ended March 31, 2026

Total revenue was $48.7 million in the three months ended March 31, 2026, compared to $63.7 million in the three months ended March 31, 2025, a decrease of $15.0 million, or 24%.

For the Three Months Ended June 30, 2026

Total revenue was $49.1 million in the three months ended June 30, 2026, compared to $53.4 million in the three months ended June 30, 2025, a decrease of $4.3 million, or 8%.

This decrease is primarily due to the expected declines in revenue related to divested product lines of $3.8 million and Sunset Assets of $0.5 million.

Declines in perpetual license revenue of $0.3 million and professional services revenue of $0.3 million in core products were partially offset by an increase in subscription and support revenue of $0.1 million related to core products.

An increase in perpetual license revenue of $0.5 million related to core products was offset by a decrease in professional services revenue of $0.4 million in core products and a decrease in subscription and support revenue of $0.1 million related to core products.

For the Six Months Ended June 30, 2026

Total revenue was $97.8 million in the six months ended June 30, 2026, compared to $117.0 million in the six months ended June 30, 2025, a decrease of $19.2 million, or 16%.

This decrease is primarily due to the expected declines in revenue related to divested product lines of $17.8 million and related to Sunset Assets of $0.9 million.

The remaining decrease results from declines in professional services revenue of $0.7 million related to core products offset by an increase in perpetual license revenue of $0.2 million from core products.

Cost of Revenue

Three Months Ended March 31,

2026 2025 % Change

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

2026 2025 % Change 2026 2025 % Change

(dollars in thousands)

8 unchanged sentences

Stock-based compensation $ 72 $ 143 $ 158 $ 264

For the Three Months Ended March 31, 2026

Cost of subscription and support revenue was $11.1 million in the three months ended March 31, 2026, compared to $17.0 million in the three months ended March 31, 2025, a decrease of $5.9 million, or 34%.

For the Three Months Ended June 30, 2026

Cost of subscription and support revenue was $10.9 million in the three months ended June 30, 2026, compared to $12.4 million in the three months ended June 30, 2025, a decrease of $1.5 million, or 12%.

The decrease related to divested product lines was $1.5 million attributable to infrastructure costs, variable telecom carrier costs, personnel costs and non-cash amortization of divested intangibles.

The decrease related to Sunset Assets was $0.2 million, primarily attributable to personnel-related costs.

A decrease of $0.3 million in non-cash amortization of intangibles in our on-going product lines was offset by a $0.3 million increase in infrastructure costs.

Cost of professional services and other revenue was $0.8 million in the three months ended March 31, 2026, compared to $1.1 million in the three months ended March 31, 2025, a decrease of $0.3 million, or 25%.

The decrease in cost of professional services and other revenue was comprised of a decrease in personnel-related expenses of $0.1 million in our divested product lines and $0.2 million in our on-going product lines due to lower professional services revenue in our core products.

A decrease of $0.3 million in non-cash amortization of intangibles in our core product lines was offset by a $0.5 million increase in infrastructure costs.

Cost of professional services and other revenue was $0.8 million in the three months ended June 30, 2026, compared to $1.0 million in the three months ended June 30, 2025, a decrease of $0.2 million, or 22%.

The decrease in cost of professional services and other revenue was comprised of a decrease of $0.2 million in our core product lines due to lower professional services revenue in our core products.

For the Six Months Ended June 30, 2026

Cost of subscription and support revenue was $22.0 million in the six months ended June 30, 2026, compared to $29.4 million in the six months ended June 30, 2025, a decrease of $7.4 million, or 25%.

The decrease related to divested product lines was $7.3 million attributable to infrastructure costs, variable telecom carrier costs, personnel costs and non-cash amortization of divested intangibles.

The decrease related to Sunset Assets was $0.3 million partially offset by $0.2 million increase in our core product lines due to $0.8 million in infrastructure costs, $0.1 million in professional fees, and $0.1 million in variable telecommunications costs offset by a $0.7 million in non-cash amortization of intangibles and $0.1 million infrastructure costs.

Cost of professional services and other revenue was $1.6 million in the six months ended June 30, 2026, compared to $2.1 million in the six months ended June 30, 2025, a decrease of $0.5 million, or 24%.

The decrease in cost of professional services and other revenue was comprised of a decrease in personnel-related expenses of $0.4 million in our core product lines and $0.1 million in our divested product lines.

Operating Expenses

Sales and Marketing Expense

Three Months Ended March 31,

2026 2025 % Change

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

2026 2025 % Change 2026 2025 % Change

(dollars in thousands)

3 unchanged sentences

Stock-based compensation $ 13 $ 52 $ 43 $ 304

For the Three Months Ended March 31, 2026

Sales and marketing expense was $9.5 million in the three months ended March 31, 2026, compared to $13.8 million in the three months ended March 31, 2025, a decrease of $4.3 million, or 31%.

The decrease related to divested product lines was $2.9 million in personnel-related costs.

The remaining decrease was due to declines in personnel-related costs of $0.1 million related to our Sunset Assets, and declines in personnel-related costs of $1.3 million related to our core product lines.

For the Three Months Ended June 30, 2026

Sales and marketing expense was $9.5 million in the three months ended June 30, 2026, compared to $10.8 million in the three months ended June 30, 2025, a decrease of $1.3 million, or 12%.

The decrease related to core product lines was $0.7 million in personnel-related costs.

The remaining decrease was due to declines in personnel-related costs of $0.5 million related to divested product lines and $0.1 million related to our Sunset Assets.

For the Six Months Ended June 30, 2026

Sales and marketing expense was $19.0 million in the six months ended June 30, 2026, compared to $24.5 million in the six months ended June 30, 2025, a decrease of $5.5 million, or 23%.

The decrease related to divested product lines was $3.4 million comprised of $3.2 million in personnel-related costs and $0.2 million in marketing spend and other sales costs.

The remaining decrease was primarily related to a decrease of $2.0 million in costs related to our core product lines comprised of $1.8 million in personnel-related costs and $0.2 million infrastructure costs, as well as a $0.1 million decrease in personnel-related costs associated with Sunset Assets.

Research and Development Expense

Three Months Ended March 31,

2026 2025 % Change

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

2026 2025 % Change 2026 2025 % Change

(dollars in thousands)

3 unchanged sentences

Stock-based compensation $ 57 $ 318 $ 140 $ 608

For the Three Months Ended March 31, 2026

Research and development expense was $8.0 million in the three months ended March 31, 2026, compared to $11.5 million in the three months ended March 31, 2025, a decrease of $3.5 million, or 30%.

The decrease in research and development expense is primarily attributable to a $2.1 million decrease in personnel-related costs in our divested product lines and a $1.4 million decrease in personnel-related and contractor costs in our remaining product lines.

For the Three Months Ended June 30, 2026

Research and development expense was $7.8 million in the three months ended June 30, 2026, compared to $9.8 million in the three months ended June 30, 2025, a decrease of $2.0 million, or 21%.

The decrease in research and development expense was primarily attributable to a $1.5 million decrease in personnel-related and contractor costs in our core product lines and a $0.5 million decrease in personnel-related costs in our divested product lines.

The decrease in research and development expense in our core product lines reflects the 2025 termination of our out-sourced research and development contract and the continued use of our India Center of Excellence.

For the Six Months Ended June 30, 2026

Research and development expense was $15.8 million in the six months ended June 30, 2026, compared to $21.3 million in the six months ended June 30, 2025 a decrease of $5.5 million, or 26%.

The decrease in research and development expense was primarily attributable to a $2.9 million decrease in personnel-related costs in our core product lines and a $2.5 million decrease in personnel-related costs and $0.1 million decrease in infrastructure costs in our divested product lines.

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

General and Administrative Expense

Three Months Ended March 31,

2026 2025 % Change

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

2026 2025 % Change 2026 2025 % Change

(dollars in thousands)

3 unchanged sentences

Stock-based compensation $ 688 $ 2,561 $ 1,450 $ 4,573

For the Three Months Ended March 31, 2026

General and administrative expense was $8.5 million in the three months ended March 31, 2026, compared to $11.6 million in the three months ended March 31, 2025, a decrease of $3.1 million, or 27%.

This decrease is primarily due to a decrease of $2.5 million in personnel-related costs related to our on-going product lines due to decreased headcount including a decrease of $1.2 million in non-cash stock-based compensation expense.

Software costs related to core product lines declined $0.2 million due to cost savings and professional fees declined $0.1 million.

The decrease related to our divested product lines was $0.3 million.

For the Three Months Ended June 30, 2026

General and administrative expense was $9.1 million in the three months ended June 30, 2026, compared to $10.2 million in the three months ended June 30, 2025, a decrease of $1.1 million, or 11%.

This decrease was primarily due to a decrease of $1.9 million in personnel-related costs related to our core product lines due to decreased headcount including a decrease of $1.9 million in non-cash stock-based compensation expense and $0.1 million in third party software and equipment costs.

This decrease was partially offset by the effects of $0.6 million in TSA fees related to divestitures received in 2025 with no such fees received in 2026, an increase of $0.1 million in board of director fees, an increase of $0.1 million of other taxes and an increase of $0.1 million of public company costs.

For the Six Months Ended June 30, 2026

General and administrative expense was $17.6 million in the six months ended June 30, 2026, compared to $21.8 million in the six months ended June 30, 2025, a decrease of $4.2 million, or 19%.

This decrease was due to declines of $4.4 million in personnel-related costs, $0.3 million in infrastructure costs, and $0.2 million in professional fees related to our core products, and a $0.3 million decrease related to our divested product lines.

These decreases were offset by the effects of $0.7 million in TSA fees related to divestitures received in 2025 with no such fees received in 2026, an increase of $0.2 million in other taxes and public company costs, and an increase of $0.1 million in board of director fees.

Depreciation and Amortization Expense

Three Months Ended March 31,

2026 2025 % Change

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

2026 2025 % Change 2026 2025 % Change

(dollars in thousands)

3 unchanged sentences

Total depreciation and amortization $ 5,579 $ 6,864 (19) % $ 11,210 $ 14,859 (25) %

For the Three Months Ended March 31, 2026

Depreciation and amortization expense was $5.6 million in the three months ended March 31, 2026, compared to $8.0 million in the three months ended March 31, 2025, a decrease of $2.4 million, or 30%.

$0.7 million of the decrease resulted from the decline in amortization from intangible assets associated with Sunset Assets and $1.7 million of the decrease resulted from the decline in amortization from intangible assets associated with our divested product lines.

For the Three Months Ended June 30, 2026

Depreciation and amortization expense was $5.6 million in the three months ended June 30, 2026, compared to $6.9 million in the three months ended June 30, 2025, a decrease of $1.3 million, or 19%.

The decrease was primarily driven by lower amortization expense of $0.7 million related to intangible assets associated with Sunset Assets, $0.5 million related to intangible assets associated with our divested product lines, and $0.1 million decline related to intangible assets associated with our core product line.

For the Six Months Ended June 30, 2026

Depreciation and amortization expense was $11.2 million in the six months ended June 30, 2026, compared to $14.9 million in the six months ended June 30, 2025, a decrease of $3.7 million, or 25%.

The decrease was primarily driven by lower amortization expense of $2.2 million related to intangible assets associated with the divested product lines and $1.4 million related to our Sunset Assets.

The remaining decrease of $0.1 million related to depreciation of our core product lines.

Divestiture-related Expenses

Three Months Ended March 31,

2026 2025 % Change

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

2026 2025 % Change 2026 2025 % Change

(dollars in thousands)

Divestiture-related expenses $ — $ 6,879 (100) % $ 22 $ 8,624 (100) %

For the Three Months Ended March 31, 2026

Divestiture-related expenses were nominal in the three months ended March 31, 2026, compared to $1.7 million in the three months ended March 31, 2025.

In conjunction with the divestitures completed in the first quarter of 2025, we incurred $1.7 million in legal, accounting and other professional fees.

Limited divestiture-related expenses were incurred in the three months ended March 31, 2026 as final expenses were incurred related to the 2025 divestitures and no divestitures were executed in 2026.

For the Three Months Ended June 30, 2026

Divestiture-related expenses were nil in the three months ended June 30, 2026, compared to $6.9 million in the three months ended June 30, 2025.

In conjunction with the divestitures completed in the first half of 2025, we incurred $5.2 million in fees related to a legacy vendor contract for out-sourced research and development that was terminated in 2025.

Also, the divestiture-related expenses incurred in the three months ended June 30, 2025 consisted of $0.9 million in professional services fees and $0.8 million in severance costs related to the divestitures completed in the three months ended June 30, 2025.

No divestiture-related expenses were incurred in the three months ended June 30, 2026 as no divestitures have been executed in 2026.

For the Six Months Ended June 30, 2026

Divestiture-related expenses were nominal in the six months ended June 30, 2026, compared to $8.6 million in the six months ended June 30, 2025.

Also, the divestiture-related expenses incurred in the six months ended June 30, 2025 consisted of $2.6 million in professional services fees and $0.8 million in severance costs related to the divestitures completed in the six months ended June 30, 2025.

Limited divestiture-related expenses were incurred in the six months ended June 30, 2026 as final expenses were incurred related to the 2025 divestitures and no divestitures have been executed in 2026.

Impairment of goodwill and other intangibles

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

2026 2025 % Change 2026 2025 % Change

(dollars in thousands)

Impairment of goodwill and other intangibles $ 35,246 $ 2,469 1,328 % $ 35,246 $ 2,469 1,328 %

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

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

As a result of a decline in our stock price and other indicators of impairment during the three months ended June 30, 2026, we performed a goodwill impairment evaluation which resulted in a goodwill impairment charge of $35.2 million in the three months ended June 30, 2026.

No goodwill impairment was identified in the three or six months ended June 30, 2025.

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

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

During the three months ended June 30, 2026, there were no impairments of identifiable intangible assets.

During the three months ended June 30, 2025, we identified a triggering event related to certain identifiable intangible assets related to Sunset Assets and performed a valuation of those long-lived assets.

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

Other Expense

Three Months Ended March 31,

2026 2025 % Change

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

2026 2025 % Change 2026 2025 % Change

(dollars in thousands)

4 unchanged sentences

Total other expense $ (4,783) $ (6,165) (22) % $ (10,076) $ (32,306) (69) %

For the Three Months Ended March 31, 2026

Interest expense, net was $4.5 million in the three months ended March 31, 2026 compared to $2.4 million in the three months ended March 31, 2025, an increase of $2.1 million in net interest expense.

This was primarily due to the effects of our interest rate derivatives which reduced interest expense by $1.2 million in the three months ended March 31, 2026 and by $3.4 million in the three months ended March 31, 2025, resulting in a $2.2 million year over year increase in interest expense.

In addition, interest income for the three months ended March 31, 2026 declined $0.1 million from interest income in the three months ended March 31, 2025 due to lower cash and cash equivalents.

These increases were offset by a $0.1 million decline in interest expense, driven by the decrease in our outstanding debt balance, which more than offset the impact of higher interest rates, as well as a $0.2 million reduction related to the amortization of deferred financing costs.

No divestitures were closed in the three months ended March 31, 2026.

In the three months ended March 31, 2025, we finalized the divestitures of certain product lines in order to focus on our higher margin and higher growth potential product lines.

Other income (expense), net recognized during the three months ended March 31, 2026 and 2025 was related primarily to foreign currency exchange fluctuations.

Benefit from Income Taxes

Three Months Ended March 31,

2026 2025 % Change

For the Three Months Ended June 30, 2026

Interest expense, net was $4.5 million in the three months ended June 30, 2026 compared to $4.1 million in the three months ended June 30, 2025, an increase of $0.4 million in net interest expense.

This was primarily due to the effects of our interest rate derivatives which reduced interest expense by $1.1 million in the three months ended June 30, 2026 and by $1.5 million in the three months ended June 30, 2025, resulting in a $0.4 million year over year increase in interest expense recognized.

In addition, interest income for the three months ended June 30, 2026 increased $0.1 million from interest income in the three months ended June 30, 2025 due to interest income recognized on seller note in the three months ended June 30, 2026 that did not exist in the three months ended June 30, 2025.

This was offset by an increase of $0.3 million in interest expense on our outstanding debt, driven by higher effective interest rates during the quarter, partially offset by lower debt balance in 2026, as well as a $0.2 million reduction in interest expense related to the amortization of deferred financing costs.

No divestitures occurred in the three months ended June 30, 2026.

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

Other income (expense), net recognized during the three months ended June 30, 2026 and 2025 was related primarily to foreign currency exchange fluctuations.

For the Six Months Ended June 30, 2026

Interest expense, net was $9.0 million in the six months ended June 30, 2026, compared to $6.6 million in the six months ended June 30, 2025, an increase in net interest expense of $2.4 million, or 37%.

The increase in interest expense is primarily attributable to the effects of our interest rate derivatives which reduced interest expense, net by $2.4 million in the six months ended June 30, 2026 and decreased interest expense by $4.9 million in the six months ended June 30, 2025, an increase in net interest expense of $2.5 million.

This was offset by an increase of $0.3 million in interest expense, driven by higher all-in interest rate on our outstanding debt, partially offset by lower debt balance in 2026, as well as a $0.4 million reduction in interest expense relate to the amortization of deferred financing costs.

Loss on divestitures of businesses was nil for the six months ended June 30, 2026 as compared to $23.9 million in the six months ended June 30, 2025.

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

No such divestitures occurred in the six months ended June 30, 2026.

Other expense, net was $1.1 million in the six months ended June 30, 2026, compared to other expense, net of $1.8 million in the six months ended June 30, 2025.

Other income (expense), net recognized in the six months ended June 30, 2026 and June 30, 2025 related primarily to foreign currency exchange fluctuations.

Expense from Income Taxes

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

2026 2025 % Change 2026 2025 % Change

(dollars in thousands)

Benefit from (provision for) income taxes $ (841) $ 171 (592) % $ (1,827) $ 1,516 (221) %

For the Three Months Ended March 31, 2026

The provision for income taxes was $1.0 million in the three months ended March 31, 2026, compared to a benefit from income taxes of $1.3 million in the three months ended March 31, 2025, resulting in an additional expense from income taxes of $2.3 million.

The provision for income taxes for the three months ended March 31, 2026 relates primarily to income tax from non-U.S.

The benefit from income taxes in the three months ended March 31, 2025 relates primarily to the deferred tax benefit from the business divestitures in the first quarter of 2025.

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

For the Three Months Ended June 30, 2026

The provision for income taxes was $0.8 million in the three months ended June 30, 2026, compared to a benefit from income taxes of $0.2 million in the three months ended June 30, 2025, resulting in an additional expense from income taxes of $1.0 million.

The provision for income taxes for the three months ended June 30, 2026 relates primarily to income tax from non-U.S.

The benefit from income taxes in the three months ended June 30, 2025 relates primarily to the deferred tax benefit from the business divestitures in the first quarter of 2025 which was partially offset by the income tax from non-U.S.

For the Six Months Ended June 30, 2026

The provision for income taxes was $1.8 million in the six months ended June 30, 2026, compared to a benefit from for income taxes of $1.5 million in the six months ended June 30, 2025, an increase of expense of $3.3 million.

This increase was primarily due to the deferred tax benefit from the business divestitures in the six months ended June 30, 2025 with no divestitures occurring in 2026.

Liquidity and Capital Resources

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

As of March 31, 2026, we had $30.4 million of cash, cash equivalents and restricted cash and $233.7 million of debt outstanding under our Credit Agreement.

We finance our operations primarily through cash generated from operating activities and borrowings under credit facilities.

As of June 30, 2026, we had $31.7 million of cash, cash equivalents and restricted cash and $229.6 million of debt outstanding under our Credit Agreement.

As of December 31, 2025, we had $30.0 million of cash, cash equivalents and restricted cash and $238.5 million of borrowings outstanding under our previous senior secured credit facility.

The $0.4 million increase in cash, cash equivalents and restricted cash from December 31, 2025 to March 31, 2026 was primarily due to $5.6 million in cash inflows from operations netted with $4.8 million in debt repayments made in the three months ended March 31, 2026.

Other uses of cash included $0.1 million in purchases of leasehold improvements and equipment and $0.2 million negative effect of exchange rates during the three months ended March 31, 2026.

Our cash and cash equivalents held by our foreign subsidiaries was $13.2 million as of March 31, 2026 and $10.0 million as of December 31, 2025.

The $1.7 million increase in cash, cash equivalents and restricted cash from December 31, 2025 to June 30, 2026 was primarily due to $11.0 million in cash inflows from operations netted with $8.9 million in debt repayments made in the six months ended June 30, 2026.

Other uses of cash included $0.2 million in purchases of leasehold improvements and equipment and $0.2 million negative effect of exchange rates during the six months ended June 30, 2026.

Our cash and cash equivalents held by our foreign subsidiaries was $9.3 million as of June 30, 2026 and $10.0 million as of December 31, 2025.

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

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

Three Months Ended March 31,

Six Months Ended June 30,

(dollars in thousands)

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

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

liabilities, and deferred revenues.

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

Cash provided by operating activities was $5.6 million for the three months ended March 31, 2026 compared to cash provided by operating activities of $8.3 million for the three months ended March 31, 2025, a decrease of approximately $2.7 million.

This decrease was primarily due to a reduction in accrued compensation and other accrued expenses combined with reduced accounts receivable due to the divestitures completed in 2025.

Cash provided by operating activities was $11.0 million for the six months ended June 30, 2026 compared to cash provided by operating activities of $11.6 million for the six months ended June 30, 2025, a decrease of approximately $0.6 million.

This decrease was primarily due to a reduction in accrued compensation and other accrued expenses offset with reduced accounts receivable.

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

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

Cash provided by investing activities was $0.1 million for the three months ended March 31, 2026 compared to cash provided by investing activities of $3.8 million for the three months ended March 31, 2025, a decrease of $3.7 million.

Cash activity consisted of $0.2 million in collections on the note receivable related to divestitures and $0.1 million in purchases of leasehold improvements and equipment for the three months ended March 31, 2026 compared to cash proceeds from divestitures of businesses of $4.2 million and $0.4 million in purchases of leasehold improvements and equipment for the three months ended March 31, 2025.

Cash provided by investing activities was $0.2 million for the six months ended June 30, 2026 compared to cash provided by investing activities of $8.0 million for the six months ended June 30, 2025, a decrease of $7.8 million.

Cash activity consisted of $0.4 million in collections on the note receivable related to divestitures and $0.2 million in purchases of leasehold improvements and equipment for the six months ended June 30, 2026 compared to cash proceeds from divestitures of businesses of $9.1 million and $1.1 million in purchases of leasehold improvements and equipment for the six months ended June 30, 2025.

Cash Flows from Financing Activities

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

Cash used in financing activities was $5.1 million for the three months ended March 31, 2026 compared to $34.7 million for the three months ended March 31, 2025, a decrease of $29.6 million of cash used primarily due to $4.8 million in payments on our outstanding debt in the three months ended March 31, 2026 as compared to $34.2 million in payments made in the three months ended March 31, 2025.

Cash used in financing activities was $9.3 million for the six months ended June 30, 2026 compared to $36.3 million for the six months ended June 30, 2025, a decrease of $27.0 million of cash used primarily due to $8.9 million in payments on our outstanding debt in the six months ended June 30, 2026 as compared to $35.6 million in payments made in the six months ended June 30, 2025.

Critical Accounting Policies and the Use of Estimates

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These estimates and assumptions include, among others, revenue growth rates and operating margins used to calculate projected future cash flows, weighted average cost of capital, and future economic and market conditions.

See “ Note 4.

Goodwill and Other Intangible Assets for more information.

We are not aware of any specific event or circumstance that would require updates to our estimates or judgments or require us to revise the carrying value of our assets or liabilities as of May 1, 2026, the date of issuance of this Quarterly Report on Form 10-Q.

We are not aware of any specific event or circumstance that would require updates to our estimates or judgments or require us to revise the carrying value of our assets or liabilities as of August 14, 2026, the date of issuance of this Quarterly Report on Form 10-Q.

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

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Other Key Accounting Policies

Our unaudited interim financial statements and other financial information for the three months ended March 31, 2026, as presented herein and in “ Item 1.

Our unaudited interim financial statements and other financial information for the three and six months ended June 30, 2026, as presented herein and in “ Item 1.

Financial Statements ” to this Quarterly Report on Form 10-Q, reflect no material changes in our critical accounting policies and estimates as set forth in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”).

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis