What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-05 · 136 added, 64 removed, 436 unchanged (31% of the section changed)

2 unchanged sentences

(In thousands, except share and per share data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets

2 unchanged sentences

Funds held in escrow, including funds in transit 212,033 195,736

Trade and client receivables – net of allowance of $ 5,326 and $ 4,646 as of March 31, 2025 and December 31, 2024, respectively

Trade and client receivables – net of allowance of $ 5,325 and $ 4,646 as of June 30, 2025 and December 31, 2024, respectively

71,230 75,490

22 unchanged sentences

Common stock, $ 0.0001 par value;

490,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

134,048,900 and 135,348,453 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

490,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

132,506,031 and 135,348,453 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 615,937 653,575

7 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except per share data)

2025 2024 2025 2024

Revenue $ 194,939 $ 193,129 $ 387,645 $ 384,066

28 unchanged sentences

Stockholders’

Three Months Ended March 31, 2025 Shares Amount

Balances as of December 31, 2024 135,348,453 $ 14 $ 653,575 $ 264 $ ( 78,476 ) $ 575,377

Three Months Ended June 30, 2025 Shares Amount

Balances as of March 31, 2025 134,048,900 $ 13 $ 634,527 $ 548 $ ( 40,746 ) $ 594,342

Issuance of common stock upon exercise of stock options 417 — 1 — — 1

2 unchanged sentences

Tides Foundation common stock warrant expense — — 187 — — 187

Issuance of common stock in connection with employee stock purchase plan 279,537 — 2,199 — — 2,199

Repurchase of common stock, including excise tax ( 2,912,507 ) — ( 38,050 ) — — ( 38,050 )

1 unchanged sentence

Net income — — — — 32,726 32,726

Balances as of March 31, 2025 134,048,900 $ 13 $ 634,527 $ 548 $ ( 40,746 ) $ 594,342

Balances as of June 30, 2025 132,506,031 $ 13 $ 615,937 $ 724 $ ( 8,020 ) $ 608,654

(In thousands, except share amounts)

3 unchanged sentences

Stockholders’

Three Months Ended March 31, 2024 Shares Amount Shares Amount

Three Months Ended June 30, 2024 Shares Amount Shares Amount

Balances as of March 31, 2024 133,118,345 $ 13 ( 175,000 ) $ ( 2,138 ) $ 627,007 $ ( 386 ) $ ( 275,620 ) $ 348,876

Issuance of common stock upon exercise of stock options 159,907 — — — 664 — — 664

Stock-based compensation expense — — — — 19,678 — — 19,678

Issuance of common stock for settlement of RSUs 1,344,711 — — — — — — —

Tides Foundation common stock warrant expense — — — — 187 — — 187

Issuance of common stock in connection with employee stock purchase plan 414,159 — — — 2,917 — — 2,917

Repurchase of common stock ( 3,030,446 ) — 175,000 2,138 ( 35,441 ) — — ( 33,303 )

Unrealized loss on marketable securities — — — — — ( 143 ) — ( 143 )

Net income — — — — — — 22,220 22,220

Balances as of June 30, 2024 132,006,676 $ 13 — $ — $ 615,012 $ ( 529 ) $ ( 253,400 ) $ 361,096

(In thousands, except share amounts)

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated

Deficit Total

Stockholders’

Six Months Ended June 30, 2025 Shares Amount

Balances as of December 31, 2024 135,348,453 $ 14 $ 653,575 $ 264 $ ( 78,476 ) $ 575,377

Issuance of common stock upon exercise of stock options and common stock warrants 37,650 — — — 106 — — 106

Issuance of common stock upon exercise of stock options 163,495 — 653 — — 653

Stock-based compensation expense — — 30,410 — — 30,410

1 unchanged sentence

Tides Foundation common stock warrant expense — — 375 — — 375

Issuance of common stock in connection with employee stock purchase plan 279,537 — 2,199 — — 2,199

Repurchase of common stock, including excise tax ( 5,244,279 ) ( 1 ) ( 71,275 ) — — ( 71,276 )

Unrealized loss on marketable securities — — — — — ( 591 ) — ( 591 )

Unrealized gain on marketable securities — — — 460 — 460

Net income — — — — 70,456 70,456

Balances as of March 31, 2024 133,118,345 $ 13 ( 175,000 ) $ ( 2,138 ) $ 627,007 $ ( 386 ) $ ( 275,620 ) $ 348,876

Balances as of June 30, 2025 132,506,031 $ 13 $ 615,937 $ 724 $ ( 8,020 ) $ 608,654

(In thousands, except share amounts)

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss

Deficit Total

Stockholders’

Six Months Ended June 30, 2024 Shares Amount

Balances as of December 31, 2023 137,272,754 $ 14 $ 674,918 $ 205 $ ( 294,062 ) $ 381,075

Issuance of common stock upon exercise of stock options and common stock warrants 197,557 — 770 — — 770

Stock-based compensation expense — — 36,763 — — 36,763

Issuance of common stock for settlement of RSUs 2,198,932 — — — — —

Tides Foundation common stock warrant expense — — 375 — — 375

Issuance of common stock in connection with employee stock purchase plan 414,159 — 2,917 — — 2,917

Repurchase of common stock ( 8,076,726 ) ( 1 ) ( 100,731 ) — — ( 100,732 )

Unrealized gain on marketable securities — — — ( 734 ) — ( 734 )

Net income — — — — 40,662 40,662

Balances as of June 30, 2024 132,006,676 $ 13 $ 615,012 $ ( 529 ) $ ( 253,400 ) $ 361,096

The accompanying notes are an integral part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(In thousands) 2025 2024

9 unchanged sentences

Stock-based compensation expense 28,249 36,180

Deferred taxes 2,064 —

Changes in operating assets and liabilities:

11 unchanged sentences

Proceeds from sale of marketable securities 3,537 35,394

Acquisition of business, net of cash acquired ( 20,410 ) —

Purchases of property and equipment ( 4,853 ) ( 775 )

3 unchanged sentences

Change in escrow funds payable, net (1)

16,574 ( 4,802 )

Proceeds from exercises of stock options and common stock warrants 653 770

Proceeds from employee stock purchase plan 2,199 2,917

Repurchase of common stock ( 70,922 ) ( 100,000 )

4 unchanged sentences

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for income taxes $ 5,560 $ 789

Cash paid for interest 451 463

21 unchanged sentences

The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair statement of the financial position, results of operations, changes in stockholders’ equity and cash flows for the interim periods, but do not purport to be indicative of the results of operations or financial condition to be anticipated for the full year ending December 31, 2025.

Prior period presentation has been revised to conform to the current period presentation as of March 31, 2025.

Prior period presentation has been revised to conform to the current period presentation as of June 30, 2025.

Changes in Presentation

2 unchanged sentences

Prior period comparative amounts have been recast to conform to the current period presentation.

This change had the impact of increasing cash flow provided by operating activities by $ 9.2 million for the three months ended March 31, 2024, and a corresponding offset in cash used in financing activities.

This change had the impact of increasing cash flow provided by operating activities by $ 11.1 million for the six months ended June 30, 2024, and a corresponding offset in cash used in financing activities.

This reclassification did not affect the previously reported total cash balances on the Consolidated Statement of Cash Flows.

20 unchanged sentences

Recent Accounting Pronouncements Not Yet Adopted

With the exception of those discussed below, the Company has reviewed the accounting pronouncements issued prior to or during the three months ended March 31, 2025 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements.

With the exception of those discussed below, the Company has reviewed the accounting pronouncements issued prior to or during the six months ended June 30, 2025 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements.

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

10 unchanged sentences

Disaggregation of Revenue

Based on the information provided to and reviewed by the Chief Operating Decision Maker, which is referred to as the CODM, the nature, amount, timing, and uncertainty of revenue and cash flows and how they are affected by economic factors are most appropriately depicted by the type of service and primary geographical markets.

Based on the information provided to and reviewed by the Chief Operating Decision Maker, who is referred to as the CODM, the nature, amount, timing, and uncertainty of revenue and cash flows and how they are affected by economic factors are most appropriately depicted by the type of service and primary geographical markets.

Revenues recorded within these categories are earned from similar products and services for which the nature of associated fees and the related revenue recognition models are substantially similar.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In thousands) 2025 2024 2025 2024

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In thousands) 2025 2024 2025 2024

10 unchanged sentences

Total revenue $ 194,939 $ 193,129 $ 387,645 $ 384,066

(1) During each of the three months ended March 31, 2025 and 2024, no single country included in the Rest of world category had revenue that exceeded 10% of total talent revenue, total clients revenue, or total revenue.

(1) During each of the three and six months ended June 30, 2025 and 2024, no single country included in the Rest of world category had revenue that exceeded 10% of total talent revenue, total clients revenue, or total revenue.

Deferred Revenue and Remaining Performance Obligation

5 unchanged sentences

The following table provides information about the balances of the Company’s Trade and client receivables, net of allowance and contract liabilities included in deferred revenue and other liabilities, noncurrent as of the dates presented:

(In thousands) March 31, 2025

(In thousands) June 30, 2025

December 31, 2024

2 unchanged sentences

Deferred revenue, current

During the three months ended March 31, 2025, changes in the contract liabilities balances were primarily the result of normal business activity, including the deferral and subsequent recognition of revenue related to arrangements with talent subject to tiered service fees and related allocation of transaction price to material rights.

Revenue recognized during the three months ended March 31, 2025 that was included in deferred revenue as of December 31, 2024 was $ 7.2 million.

Revenue recognized during the three months ended March 31, 2024 that was included in deferred revenue as of December 31, 2023 was $ 9.3 million .

During the three and six months ended June 30, 2025, changes in the contract liabilities balances were primarily the result of normal business activity.

Revenue recognized during the three and six months ended June 30, 2025 that was included in deferred revenue as of March 31, 2025 and December 31, 2024 was $ 7.5 million and $ 7.3 million, respectively.

Revenue recognized during the three and six months ended June 30, 2024 that was included in deferred revenue as of March 31, 2024 and December 31, 2023 was $ 8.9 million and $ 13.0 million, respectively.

Note 4— Fair Value Measurements

8 unchanged sentences

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the assets or liabilities.

The Company’s financial instruments that are carried at fair value consist of Level I and Level II assets as of March 31, 2025 and December 31, 2024.

The Company’s financial instruments that are carried at fair value consist of Level I and Level II assets as of June 30, 2025 and December 31, 2024.

The following tables summarize the Company’s available-for-sale marketable securities’ amortized cost, gross unrealized gains, gross unrealized losses, and fair value

by significant investment category reported as cash equivalents or marketable securities as of March 31, 2025 and December 31, 2024:

by significant investment category reported as cash equivalents or marketable securities as of June 30, 2025 and December 31, 2024:

(In thousands)

March 31, 2025

June 30, 2025

Cost Unrealized

5 unchanged sentences

Total Level I 364,366 92 ( 8 ) 364,450 157,406 207,044

Commercial paper 11,167 — — 11,167 — 11,167

Corporate bonds 131,165 548 ( 38 ) 131,675 — 131,675

Commercial deposits 1,743 — — 1,743 — 1,743

Asset-backed securities 64 — — 64 — 64

21 unchanged sentences

The interest earned on the interest-bearing accounts is included in Revenue in the Company’s condensed consolidated statement of operations and comprehensive income.

As of March 31, 2025 and December 31, 2024, the fair value of the Company’s funds held on behalf of customers and held in interest-bearing cash accounts was measured using Level I inputs.

The following table summarizes the remaining contractual maturities of our cash equivalents and marketable securities as of March 31, 2025:

As of June 30, 2025 and December 31, 2024, the fair value of the Company’s funds held on behalf of customers and held in interest-bearing cash accounts was measured using Level I inputs.

The following table summarizes the remaining contractual maturities of our cash equivalents and marketable securities as of June 30, 2025:

(In thousands) Amortized Cost Fair Value

4 unchanged sentences

For available-for-sale marketable debt securities with unrealized loss positions, the Company does not intend to sell these securities, nor does it anticipate that it will need to or be required to sell the securities.

As of March 31, 2025 and December 31, 2024, the decline in fair value of these securities was attributable to changes in interest rates and not due to credit-related factors.

As of March 31, 2025 and December 31, 2024, the Company considered any decreases in market value to be temporary in nature and did not consider any of the Company’s marketable securities to be other-than-temporarily impaired.

The Company did not record any impairment charges with respect to its marketable securities during each of the three months ended March 31, 2025 and 2024.

During the three months ended March 31, 2025 and 2024, interest income, net was $ 7.1 million and $ 7.7 million, respectively.

As of June 30, 2025 and December 31, 2024, the decline in fair value of these securities was attributable to changes in interest rates and not due to credit-related factors.

As of June 30, 2025 and December 31, 2024, the Company considered any decreases in market value to be temporary in nature and did not consider any of the Company’s marketable securities to be other-than-temporarily impaired.

The Company did not record any impairment charges with respect to its marketable securities during each of the three and six months ended June 30, 2025 and 2024.

During the three months ended June 30, 2025 and 2024, interest income, net was $ 6.7 million and $ 6.2 million, respectively.

During the six months ended June 30, 2025 and 2024, interest income, net was $ 13.8 million and $ 13.9 million, respectively.

Interest income, net is included in Other income, net in the Company’s condensed consolidated statement of operations and comprehensive income.

1 unchanged sentence

Cash and Cash Equivalents, Restricted Cash, and Funds Held In Escrow, Including Funds In Transit

The following table reconciles cash and cash equivalents, restricted cash, and funds held in escrow that are restricted as reported in the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024 to the total of the same amounts shown in the condensed consolidated statement of cash flows for the three months ended March 31, 2025:

(In thousands) March 31, 2025 December 31, 2024

The following table reconciles cash and cash equivalents, restricted cash, and funds held in escrow that are restricted as reported in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024 to the total of the same amounts shown in the condensed consolidated statement of cash flows for the six months ended June 30, 2025:

(In thousands) June 30, 2025 December 31, 2024

Cash and cash equivalents $ 291,070 $ 305,757

4 unchanged sentences

Property and equipment, net consisted of the following as of the dates presented:

(In thousands) March 31, 2025 December 31, 2024

(In thousands) June 30, 2025 December 31, 2024

Internal-use software and platform development $ 69,092 $ 59,815

5 unchanged sentences

Property and equipment, net $ 38,109 $ 30,056

For the three months ended March 31, 2025 and 2024, depreciation expense related to property and equipment, excluding internal-use software and platform development, was $ 0.4 million and $ 0.6 million, respectively.

For the three months ended March 31, 2025 and 2024, the Company capitalized $ 4.6 million and $ 2.5 million of internal-use software and platform development costs, respectively.

For the three months ended March 31, 2025 and 2024, amortization expense related to the capitalized internal-use software and platform development costs was $ 2.6 million and $ 2.1 million, respectively.

For the three months ended June 30, 2025 and 2024, depreciation expense related to property and equipment, excluding internal-use software and platform development, was $ 0.4 million and $ 0.6 million, respectively.

For the six months ended June 30, 2025 and 2024, depreciation expense related to property and equipment, excluding internal-use software and platform development, was $ 0.8 million and $ 1.3 million, respectively.

For the three months ended June 30, 2025 and 2024, the Company capitalized $ 5.9 million and $ 3.6 million of internal-use software and platform development costs, respectively.

For the six months ended June 30, 2025 and 2024, the Company capitalized $ 10.5 million and $ 6.1 million of internal-use software and platform development costs, respectively.

For the three months ended June 30, 2025 and 2024, amortization expense related to the capitalized internal-use software and platform development costs was $ 3.8 million and $ 2.6 million, respectively.

For the six months ended June 30, 2025 and 2024, amortization expense related to the capitalized internal-use software and platform development costs was $ 6.4 million and $ 4.7 million, respectively.

Net Intangibles Assets

The carrying value of intangible assets was as follows as of the dates presented:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(In thousands)

6 unchanged sentences

Accrued expenses and other current liabilities consisted of the following as of the dates presented:

(In thousands) March 31, 2025 December 31, 2024

(In thousands) June 30, 2025 December 31, 2024

Accrued compensation and related benefits $ 25,910 $ 30,666

Accrued indirect taxes 14,624 11,394

Accrued taxes 12,385 11,394

Accrued vendor expenses 10,813 9,485

8 unchanged sentences

These awards were granted on March 18, 2025, which is referred to as the 2025 PSU Grant Date.

Up to fifty percent of the maximum number of shares subject to the 2025 PSU Awards are eligible to vest based on the Company’s achievement of certain financial performance targets over the two-year performance period consisting of the Company’s fiscal years ending December 31, 2025 and 2026, and up to the remaining fifty percent of the maximum number of shares subject to the 2025 PSU Awards are eligible to vest based on the Company’s achievement of certain financial performance targets over the

three-year performance period consisting of the Company’s fiscal years ending December 31, 2025, 2026, and 2027.

For each performance period, the number of PSUs that become earned and eligible to vest is based on the Company’s achievement of pre-established financial and market-based performance targets established by the compensation committee at the time of grant, which is referred to as the PSU Performance Condition.

Up to 50 % of the maximum number of shares subject to the 2025 PSU Awards are eligible to vest based on the Company’s achievement of certain financial performance targets over the two-year performance period consisting of the Company’s fiscal years ending December 31, 2025 and 2026, and up to the remaining 50 % of the maximum number of shares subject to the 2025 PSU Awards are eligible to vest based on the Company’s achievement of certain financial performance targets over the three-year performance period consisting of the Company’s fiscal years ending December 31, 2025, 2026, and 2027.

For each performance period, the number of PSUs that become earned and eligible to vest is based on the Company’s achievement of pre-established financial and market-based performance targets

established by the compensation committee at the time of grant, which is referred to as the PSU Performance Condition.

Following the completion of a performance period, the compensation committee will certify the Company’s achievement of the PSU Performance Condition with respect to such performance period.

10 unchanged sentences

The 2024 Share Repurchase Authorization does not obligate the Company to repurchase any dollar amount or number of shares, and the timing and amount of any repurchases will depend on market and business conditions.

During the three months ended March 31, 2025, the Company repurchased and subsequently retired 2.3 million shares of its common stock under the 2024 Share Repurchase Authorization for an aggregate amount of $ 33.1 million at an average price of $ 14.18 per share, including fees associated with the repurchases and excluding excise tax.

As of March 31, 2025, the Company had $ 66.9 million available for repurchases under the 2024 Share Repurchase Authorization.

During the three and six months ended June 30, 2025, the Company repurchased and subsequently retired 2.9 million and 5.2 million shares of its common stock for an aggregate amount of $ 37.9 million and $ 70.9 million at an average price of $ 13.00 and $ 13.52 per share, including fees associated with the repurchases and excluding excise tax, respectively.

As of June 30, 2025, the Company had $ 29.1 million available for repurchases under the 2024 Share Repurchase Authorization.

The Company previously repurchased $ 100.0 million of common stock under the share repurchase program authorized by the Company’s board of directors in November 2023.

These repurchases were completed between February 2024 and April 2024, and the program was fully utilized as of December 31, 2024.

Note 6— Business Combination

On June 27, 2025, a subsidiary of the Company acquired 100 % of the equity interest of Bubty B.V., which is referred to as Bubty, for $ 20.4 million in cash.

Bubty is a Netherlands-based platform supporting enterprise management of contingent workforce solutions.

This acquisition advances the Company's strategic objectives by equipping its operating subsidiaries with enhanced workforce management capabilities and advances its platform for clients managing global talent.

Management expects that substantially all of the cash consideration will be allocated to developed technology, customer relationships, and goodwill.

As the purchase accounting is not yet complete, the $ 20.4 million in cash consideration has been preliminarily recorded as goodwill, which is not deductible for income tax purposes, on the Company’s condensed consolidated balance sheet as of June 30, 2025, in accordance with Accounting Standards Codification ("ASC") Topic 805, Business Combinations.

The purchase price allocation is preliminary and subject to change as the Company completes its valuation analyses and obtains additional information about the fair values of the assets acquired and liabilities assumed.

The Company expects to complete the purchase price allocation in the third quarter of 2025, in accordance with ASC 805.

Note 7— Commitments and Contingencies

Letters of Credit

In conjunction with the Company’s operating lease agreements, as of March 31, 2025 and December 31, 2024, the Company had irrevocable letters of credit outstanding in the aggregate amount of $ 0.3 million and $ 0.6 million, respectively.

In conjunction with the Company’s operating lease agreements, as of June 30, 2025 and December 31, 2024, the Company had irrevocable letters of credit outstanding in the aggregate amount of $ 0.3 million and $ 0.6 million, respectively.

The letters of credit are collateralized by restricted cash in the same amount.

No amounts had been drawn against these letters of credit as of March 31, 2025 and December 31, 2024.

No amounts had been drawn against these letters of credit as of June 30, 2025 and December 31, 2024.

Contingencies

3 unchanged sentences

Any claims, litigation, or other contingencies could have an adverse effect on the Company’s business, financial position, results of operations, or cash flows in or following the period that claims, litigation, or other contingencies are resolved.

As of March 31, 2025 and December 31, 2024, the Company was not a party to any material legal proceedings or claims, nor is the Company aware of any pending or threatened litigation or claims, including non-income tax matters, that could reasonably be expected to have a material adverse effect on its business, operating results, cash flows, or financial condition.

Accordingly, the amounts accrued for contingencies for which the Company believes a loss is probable were not material as of March 31, 2025 and December 31, 2024.

As of June 30, 2025 and December 31, 2024, the Company was not a party to any material legal proceedings or claims, nor is the Company aware of any pending or threatened litigation or claims, including non-income tax matters, that could reasonably be expected to have a material adverse effect on its business, operating results, cash flows, or financial condition.

Accordingly, the amounts accrued for contingencies for which the Company believes a loss is probable were not material as of June 30, 2025 and December 31, 2024.

Indemnification

3 unchanged sentences

It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the facts and circumstances involved in each particular provision.

The following table presents the carrying value of the Company’s debt obligations as of March 31, 2025 and December 31, 2024:

(In thousands) March 31, 2025 December 31, 2024

The following table presents the carrying value of the Company’s debt obligations as of June 30, 2025 and December 31, 2024:

(In thousands) June 30, 2025 December 31, 2024

Convertible senior notes $ 360,998 $ 360,998

7 unchanged sentences

The Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

As of March 31, 2025 and December 31, 2024, $ 361.0 million aggregate principal amount of the Notes remained outstanding.

As of June 30, 2025 and December 31, 2024, $ 361.0 million aggregate principal amount of the Notes remained outstanding.

The Notes are senior, unsecured obligations of the Company and bear interest at a rate of 0.25 % per year.

18 unchanged sentences

and structurally junior to all existing and future indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

For each of the three months ended March 31, 2025 and 2024, interest expense was $ 0.2 million and amortization of the issuance costs was $ 0.5 million related to the Notes.

As of March 31, 2025 and December 31, 2024, the if-converted value of the Notes did not exceed the outstanding principal amount.

As of March 31, 2025, the total estimated fair value of the Notes was $ 335.7 million and was determined based on a market approach using actual bids and offers of the Notes in an over-the-counter market on the last trading day of the period.

For each of the three months ended June 30, 2025 and 2024, interest expense was $ 0.2 million, and amortization of the issuance costs was $ 0.5 million related to the Notes.

For each of the six months ended June 30, 2025 and 2024, interest expense was $ 0.5 million, and amortization of issuance costs was $ 0.9 million related to the Notes.

As of June 30, 2025 and December 31, 2024, the if-converted value of the Notes did not exceed the outstanding principal amount.

As of June 30, 2025, the total estimated fair value of the Notes was $ 341.0 million and was determined based on a market approach using actual bids and offers of the Notes in an over-the-counter market on the last trading day of the period.

The Company considers these assumptions to be Level II inputs in accordance with the fair value hierarchy described in “Note 4—Fair Value Measurements.”

3 unchanged sentences

If, however, the market price per share of common stock, as measured under the terms of the Capped Calls, exceeds the cap price of the Capped Calls, there would be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that the then-market price per share of common stock exceeds the cap price of the Capped Calls.

The initial cap price of the Capped Calls is $ 92.74 per share of common stock, which represents a premium of 100 % over the last reported sale price of the common stock of $ 46.37 per share on August 5, 2021, the date of issuance of the Notes, and is subject to certain customary adjustments under the terms of the Capped Calls;

certain customary adjustments under the terms of the Capped Calls;

provided that the cap price will not be reduced to an amount less than the strike price of $ 66.08 per share.

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In thousands, except share and per share data) 2025 2024 2025 2024

15 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Options to purchase common stock 1,747,494 1,996,063 1,500,000 1,900,265

4 unchanged sentences

The Company computes its provision for income taxes by applying the estimated annual effective tax rate to year-to-date income from recurring operations and adjusts the provision for discrete tax items recorded in the period.

The Company’s income tax provision was $ 7.3 million and $ 1.3 million for the three months ended March 31, 2025 and 2024, respectively.

The income tax provision for the three months ended March 31, 2025 was primarily driven by income in the United States and non-deductible compensation, offset by the generation of research and development tax credits and the benefit from the Foreign-Derived Intangible Income deduction.

For the three months ended June 30, 2025 and 2024, the Company’s income tax provision was $ 5.7 million and $ 1.2 million, respectively.

For the six months ended June 30, 2025 and 2024, the Company’s income tax provision was $ 13.0 million and $ 2.5 million, respectively.

The income tax provision for the three and six months ended June 30, 2025, was primarily driven by income in the United States and non-deductible compensation, offset by the generation of research and development tax credits and the benefit from the Foreign-Derived Intangible Income deduction.

The lower income tax provision for 2024 was primarily attributable to the valuation allowance recorded during that period.

4 unchanged sentences

The Company is subject to taxation in the United States and various other state and foreign jurisdictions.

As of March 31, 2025, the Company’s tax years 2001 to 2023 remain subject to examination by the major taxing jurisdictions in which the Company is subject to tax.

As of June 30, 2025, the Company’s tax years 2001 to 2023 remain subject to examination by the major taxing jurisdictions in which the Company is subject to tax.

Due to differing interpretations of tax laws and regulations, tax authorities may dispute the Company’s tax filing positions.

On July 4, 2025, Public Law 119-21, was enacted, introducing changes to U.S.

tax law, including 100% bonus depreciation and the expensing of domestic research costs.

In accordance with ASC 740, Income Taxes, the effects of enacted tax law changes must be recognized in the period in which the legislation is enacted.

The Company is currently evaluating the impact of this legislation on its condensed consolidated financial statements.

The Company periodically evaluates its exposures associated with its tax filing positions and believes that adequate amounts have been reserved for adjustments that may result from tax examinations.

6 unchanged sentences

As such, the Company has determined that it operates as one operating and reportable segment.

The following tables set forth significant expense categories and other specified amounts included in consolidated net income that are otherwise regularly provided to the CODM for the three months ended March 31, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

$ 194,939 $ 193,129 $ 387,645 $ 384,066

Cost of revenue (1)

13 unchanged sentences

Interest expense

Income tax (benefit) provision

686 691 1,372 1,384

Income tax provision 5,717 1,181 12,994 2,510

Other segment items (4)(5)

2,798 49 3,081 507

Segment net income

2 unchanged sentences

(2) For all periods presented, excludes expenses related to the warrant to purchase 500,000 shares of the Company’s common stock at an exercise price of $ 0.01 per share issued to the Tides Foundation in 2018, which is referred to as the Tides Foundation Warrant.

(3) For all periods presented, the Company incurred $ 0.2 million of expenses related to the Tides Foundation Warrant.

(3) For the three and six months ended June 30, 2025, excludes acquisition-related costs.

(4) For the three and six months ended June 30, 2025 and 2024, the Company incurred $ 0.2 million and $ 0.4 million, respectively, of expenses related to the Tides Foundation Warrant.

(5) For each of the three and six months ended June 30, 2025, the Company incurred acquisition-related costs of $ 2.5 million in connection with the Company’s business combinations.

These costs primarily consist of legal, accounting, and other professional fees, and are recorded in general and administrative expenses in the condensed consolidated statements of operations.

There are no reconciling items or adjustments between segment net revenues, net income, total assets and consolidated net revenues, net income and total assets.

Substantially all of the Company’s long-lived assets were located in the United States as of March 31, 2025 and December 31, 2024.

Substantially all of the Company’s long-lived assets were located in the United States as of June 30, 2025 and December 31, 2024.

Note 12— Subsequent Events

On August 5, 2025, a subsidiary of the Company entered into a definitive agreement to acquire 100 % of the equity interest of Ascen Inc., a tech-enabled employer of record (EOR), specifically designed for the contingent labor space.

The transaction is expected to close in the second half of 2025, subject to the satisfaction of customary closing conditions.

The Company is currently evaluating the impact of the acquisition on its condensed consolidated financial statements.

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

What changed 10-Q

Item 1. Financial Statements