NETSCOUT SYSTEMS INC

Previous wording

We are an industry leader with four decades of experience in providing service assurance and cybersecurity solutions that are based on our pioneering deep packet inspection technology at scale, which is used by many Fortune 500 companies to protect their digital business services against disruption. Service providers and enterprises, including local, state and federal government agencies, rely on our solutions to achieve the visibility and protection necessary to optimize network performance, ensure the delivery of high-quality, mission-critical applications and services, gain timely insight into the end user experience and to protect their networks from attack. With our offerings, customers can quickly, efficiently and effectively identify and resolve issues that result in downtime, interruptions to services, poor service quality or compromised data, thereby reducing meantime-to-resolution of issues and driving compelling returns on their investments in their networks and broader technology initiatives. Some of the more significant technology trends and catalysts for our business include the evolution of customers' digital transformation initiatives such as the migration to cloud environments and the edges of their networks, the rapidly evolving cybersecurity threat landscape, artificial intelligence and business analytics advancements, and the 5G technology evolution in both the service provider and enterprise customer verticals.

Current wording

We are an industry leader with four decades of experience in providing service assurance and cybersecurity solutions that are based on our pioneering deep packet inspection technology at scale, which is used by many Fortune 500 companies to protect their digital business services against disruption. Service providers and enterprises, including local, state and federal government agencies, rely on our solutions to achieve the visibility and protection necessary to optimize network performance, ensure the delivery of high-quality, mission-critical applications and services, gain timely insight into the end user experience and to protect their networks from attack. With our offerings, customers can quickly, efficiently and effectively identify and resolve issues that result in downtime, interruptions to services, poor service quality or compromised data, thereby reducing meantime-to-resolution of issues and driving compelling returns on their investments in their networks and broader technology initiatives. Some of the more significant technology trends and catalysts for our business include the evolution of customers' digital transformation initiatives such as the migration to cloud environments and the edges of their networks, the rapidly evolving cybersecurity threat landscape, artificial intelligence and business analytics advancements that can help enhance observability, and the 5G technology evolution in both the service provider and enterprise customer verticals.

Previous wording

We continue to closely monitor current global and macroeconomic conditions, including the impacts of the ongoing war in Ukraine and hostilities in the Middle East, global geopolitical tension, stock market volatility, industry-specific capital spending trends, exchange rate fluctuations, inflation, interest rates, international trade relations (including trade protection measures, such as tariffs and other trade barriers), and the risk of a recession, including the manner and extent to which they have impacted and could continue to impact our business, customers, employees, supply chain, and distribution network. The full extent of the impacts of these global and macroeconomic conditions remain uncertain. In response to the war in Ukraine, we ceased business operations in Russia, including sales, support on existing contracts and professional services. We remain cautiously optimistic amid ongoing macroeconomic uncertainty and constrained customer spending in the service provider market and firmly focused on driving product innovation, returning to annual revenue growth, and enhancing margins through continued disciplined cost management as we navigate the current macroeconomic landscape that may persist through fiscal year 2026. As a result, we have continued our efforts to manage discretionary costs and align spending with the current environment while we continue to execute on our long-term strategic plans.

Current wording

We continue to closely monitor current global and macroeconomic conditions, including the impacts of the ongoing war in Ukraine and hostilities in the Middle East, global geopolitical tension, stock market volatility, industry-specific capital spending trends, exchange rate fluctuations, inflation, interest rates, international trade relations (including trade protection measures, such as tariffs and other trade barriers), impacts associated with the U.S. Government shutdown, and the risk of a recession, including the manner and extent to which they have impacted and could continue to impact our business, customers, employees, supply chain, and distribution network. The full extent of the impacts of these global and macroeconomic conditions remain uncertain. In response to the war in Ukraine, we ceased business operations in Russia, including sales, support on existing contracts and professional services. We remain optimistic but cognizant of ongoing macroeconomic uncertainty and constrained customer spending in the service provider market and firmly focused on driving product innovation, returning to annual revenue growth, and enhancing margins through continued disciplined cost management as we navigate the current macroeconomic landscape that may persist through fiscal year 2026. As a result, we have continued our efforts to manage discretionary costs and align spending with the current environment while we continue to execute on our long-term strategic plans.

Previous wording

Though we continue to monitor the impacts of evolving global and macroeconomic conditions on our business, we believe our current cash reserves and access to capital through our revolving credit facility leave us well-positioned to manage our business in today's environment. We expect net cash provided by operations combined with cash, cash equivalents, marketable securities and investments and borrowing availability under our revolving credit facility to provide sufficient liquidity to fund current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months. We continue to take actions to manage costs and increase productivity throughout our company, including managing discretionary spending and hiring activities, but are continuing to invest in areas that advance our business for the future. In addition to our cash equivalents, based on covenant levels at June 30, 2025, the Company had $600 million available under a revolving credit facility.

Current wording

Though we continue to monitor the impacts of evolving global and macroeconomic conditions on our business, we believe our current cash reserves and access to capital through our revolving credit facility leave us well-positioned to manage our business in today's environment. We expect net cash provided by operations combined with cash, cash equivalents, marketable securities and investments and borrowing availability under our revolving credit facility to provide sufficient liquidity to fund current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months. We continue to take actions to manage costs and increase productivity throughout our company, including managing discretionary spending and hiring activities, but are continuing to invest in areas that advance our business for the future. In addition to our cash equivalents, the Company had $600 million available under a revolving credit facility based on covenant levels at September 30, 2025.

Previous wording

Net loss for the three months ended June 30, 2025 was $3.7 million, as compared with net loss for the three months ended June 30, 2024 of $443.4 million. The decrease of $439.7 million in net loss was primarily due to a $427.0 million decrease in goodwill impairment charges, a $16.0 million decrease from restructuring charges, a $12.2 million increasein revenue, a $5.2 million decrease in other income primarily due to the change in fair value of the equity investment in Napatech, a $4.8 million decrease in employee related expenses as a result of a decrease in headcount, partially offset by an increase in variable incentive compensation, a $1.4 million decrease in interest expense due to repayment of outstanding loan balance and a $1.1 million decrease in amortization expense of intangible assets. These decreases to net loss were partially offset by an $11.2 million increase in income tax expense, a $2.3 million increase in foreign exchange expense, and a $1.0 million increase in salaries associated with executive transition costs.

Current wording

Net income for the six months ended September 30, 2025 was $22.1 million, as compared with net loss for the six months ended September 30, 2024 of $434.3 million. The decrease of $456.5 million in net loss was primarily due to a $427.0 million decrease in goodwill impairment charges, a $40.1 million increase in revenue, and a $18.1 million decrease from restructuring charges. These decreases to net loss were partially offset by a $13.4 million increase in income tax expense, an $8.0 million decrease in other income primarily due to the change in fair value of the equity investment in Napatech that was sold in August 2025, and a $6.5 million increase to employee-related expenses primarily due to an increase in variable incentive compensation.

Previous wording

At June 30, 2025, we had cash, cash equivalents, marketable securities and investments (current and non-current) of $543.5 million. This represents an increase of $51.0 million from $492.5 million at March 31, 2025. This increase was primarily due to $73.6 million of net cash provided by operations, $4.7 million increase from the exchange rate changes and $3.5 million increase from the change in fair value of an equity investment, partially offset by $15.0 million used to repurchase shares of our common stock, $13.8 million used for tax withholdings on restricted stock units and $1.9 million used for capital expenditures during the three months ended June 30, 2025.

Current wording

At September 30, 2025, we had cash, cash equivalents, marketable securities and investments (current and non-current) of $526.9 million. This represents an increase of $34.4 million from $492.5 million at March 31, 2025. This increase was primarily due to $80.2 million of net cash provided by operations, a $29.6 million increase in purchases of marketable securities, $11.8 million in proceeds from the sale of our entire Napatech equity investment and a $5.1 million increase in proceeds from the maturity of marketable securities. Partially offsetting the increase was $31.6 million used to repurchase shares of our common stock, $15.2 million used for tax withholdings on restricted stock units and $4.1 million used for capital expenditures during the six months ended September 30, 2025.

Previous wording

We supplement the United States generally accepted accounting principles (GAAP) financial measures we report in quarterly and annual earnings announcements, investor presentations and other investor communications by reporting the following non-GAAP measures: non-GAAP gross profit, non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income, non-GAAP net income per share (diluted) and non-GAAP earnings before interest and other expense, income taxes, depreciation, and amortization (EBITDA) from operations (Non-GAAP EBITDA from operations). Non-GAAP gross profit removes expenses related to the amortization of acquired intangible assets, share-based compensation expense, and acquisition-related depreciation expense. Non-GAAP income from operations includes the aforementioned adjustments related to non-GAAP gross profit and also removes goodwill impairment charges, executive transition costs and restructuring charges. Non-GAAP operating margin includes the foregoing adjustments related to non-GAAP income from operations. Non-GAAP net income removes the foregoing adjustments related to non-GAAP income from operations, and also removes the income tax effects of such adjustments. Non-GAAP EBITDA from operations removes the aforementioned items related to non-GAAP income from operations and also removes non-acquisition related depreciation expense.

Current wording

We supplement the United States GAAP financial measures we report in quarterly and annual earnings announcements, investor presentations and other investor communications by reporting the following non-GAAP measures: non-GAAP gross profit, non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income, non-GAAP diluted net income per share, and non-GAAP earnings before interest and other expense, income taxes, depreciation, and amortization from operations (Non-GAAP EBITDA from operations). Non-GAAP gross profit removes expenses related to the amortization of acquired intangible assets, share-based compensation expense, and acquisition-related depreciation expense. Non-GAAP income from operations includes the aforementioned adjustments related to non-GAAP gross profit and also removes goodwill impairment charges, executive transition costs, and restructuring charges. Non-GAAP operating margin includes the foregoing adjustments related to non-GAAP income from operations. Non-GAAP net income includes the foregoing adjustments related to non-GAAP income from operations, and also removes the income tax effects of such adjustments. Non-GAAP diluted net income per share includes the foregoing adjustments related to non-GAAP net income. Non-GAAP EBITDA from operations includes the aforementioned adjustments related to non-GAAP income from operations and also removes non-acquisition related depreciation expense.

Previous wording

These non-GAAP measures are not prepared in accordance with GAAP, should not be considered an alternative for measures prepared in accordance with GAAP (revenue, gross profit, operating margin, net income and diluted net income per share), and may have limitations because they do not reflect all our results of operations as determined in accordance with GAAP. These non-GAAP measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. The presentation of non-GAAP information is not meant to be considered superior to, in isolation from, or as a substitute for results prepared in accordance with GAAP. These non-GAAP measures should not be used to evaluate our results of operations against those of our peers or other companies, as the definitions and calculations of our non-GAAP measures may not be the same as those used by other companies, even if the measures share the same name.

Current wording

These non-GAAP measures are not prepared in accordance with GAAP, should not be considered an alternative for measures prepared in accordance with GAAP (gross profit, operating margin, net income, and diluted net income per share), and may have limitations because they do not reflect all our results of operations as determined in accordance with GAAP. These non-GAAP measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. The presentation of non-GAAP information is not meant to be considered superior to, in isolation from, or as a substitute for results prepared in accordance with GAAP. These non-GAAP measures should not be used to evaluate our results of operations against those of our peers or other companies, as the definitions and calculations of our non-GAAP measures may not be the same as those used by other companies, even if the measures share the same name.

Previous wording

Management believes these non-GAAP financial measures will enhance the reader's overall understanding of our current financial performance and our prospects for the future by providing a higher degree of transparency for certain financial measures and providing a level of disclosure that helps investors understand how we plan and measure our business. We believe that providing these non-GAAP measures affords investors a view of our operating results that may be more easily compared to peer companies and also enables investors to consider our operating results on both a GAAP and non-GAAP basis during and following the integration period of our acquisitions. Presenting the GAAP measures on their own may not be indicative of our core operating results. Furthermore, management believes that the presentation of non-GAAP measures when shown in conjunction with the corresponding GAAP measures provides useful information to management and investors regarding present and future business trends relating to our financial condition and results of operations.

Current wording

Management believes these non-GAAP financial measures will enhance the reader's overall understanding of our current financial performance and our prospects for the future by providing a higher degree of transparency for certain financial measures and providing a level of disclosure that helps investors understand how management plans and measures our business. We believe that providing these non-GAAP measures to investors provides them with a view of our operating results that may be more easily compared to peer companies and also enables investors to consider our operating results on both a GAAP and non-GAAP basis during and following the integration period of our acquisitions. Presenting the GAAP measures on their own may not be indicative of our core operating results. Furthermore, management believes that the presentation of non-GAAP measures when shown in conjunction with the corresponding GAAP measures provides useful information to management and investors regarding present and future business trends relating to our financial condition and results of operations.

Previous wording

The following table reconciles gross profit, income (loss) from operations, net income (loss) and net income (loss) per share on a GAAP and non-GAAP basis for the three months ended June 30, 2025 and 2024, respectively (dollars in thousands, except for per share data):

Current wording

The following table reconciles gross profit, income (loss) from operations, net income (loss) and net income (loss) per share on a GAAP and non-GAAP basis for the three and six months ended September 30, 2025 and 2024, respectively (dollars in thousands, except for per share data):

Previous wording

Product revenue consists of sales of our hardware products and licensing of our software products. Service revenue consists of customer support agreements, consulting, training, subscription-based services, and stand-ready software as a service offerings. During the three months ended June 30, 2025 and June 30, 2024, no direct customers or channel partners accounted for more than 10% of our total revenue.

Current wording

Product revenue consists of sales of our hardware products and licensing of our software products. Service revenue consists of customer support agreements, consulting, training, subscription-based services, and stand-ready software as a service offerings. During the three months ended September 30, 2025, one channel partner who primarily serves U.S. Government agencies accounted for more than 10% of the Company's total revenue.

Previous wording

United States revenue increased 1%, or $0.6 million, primarily due to an increase in revenue from enterprise customers from both service assurance and cybersecurity offerings, partly offset by a decrease in revenue from service provider customers from both service assurance and cybersecurity offerings. The 16%, or $11.6 million, increase in international revenue compared with the same period last year was primarily driven by an increase in revenue from service provider customers from cybersecurity offerings and an increase from enterprise customers from service assurance offerings.

Current wording

The 18%, or $19.9 million, increase in United States revenue compared to the same period last year was primarily due to an increase in revenue from enterprise and service provider customers from service assurance offerings, partly offset by a decrease in revenue from enterprise and service provider customers from cybersecurity offerings. Also contributing to the increase was the timing of maintenance renewal orders and an acceleration of some U.S. Government agency related orders received in the period that were originally expected in the second half of the fiscal year ending March 31, 2026. The 10%, or $8.0 million, increase in international revenue compared with the same period last year was primarily driven by an increase in revenue from service provider and enterprise customers from both cybersecurity and service assurance offerings.

Previous wording

The 1%, or $1.6 million, increase in revenue from the service assurance product line was due to an increase in product revenue from enterprise customers, partially offset by a decrease in both product and service revenue from service provider customers. The 18%, or $10.6 million, increase in revenue from the cybersecurity product line was due to higher product revenue from both enterprise and service provider customers, and an increase in service revenue from both enterprise customers and service provider customers.

Current wording

The 18%, or $22.4 million, increase in revenue from the service assurance product line compared to the same period last year was due to an increase from enterprise and service provider customers. The 8%, or $5.5 million, increase in revenue from the cybersecurity product line compared to the same period last year was due to an increase in revenue from enterprise and service provider customers. Revenue from both the service assurance and cybersecurity product lines benefited from the timing of orders and maintenance renewals within the fiscal year.

Previous wording

The 0.4%, or $0.3 million, increase in total sales and marketing expenses for the three months ended June 30, 2025 compared to the same period last year was primarily due to a $1.5 million increase in commissions expense. This increase was partially offset by a $0.5 million decrease in advertising expenses, $0.4 million decrease in trade shows and $0.3 million decrease in employee-related costs associated with a decrease in cost due to a reduction in headcount.

Current wording

The 12%, or $4.4 million, increase in research and development expenses for the three months ended September 30, 2025 compared to the same period last year was primarily due to an increase in employee-related variable incentive compensation, partially offset by a $0.5 million decrease in employee-related costs due to a reduction in headcount, and a $0.4 million decrease in depreciation expense.

Previous wording

General and administrative. General and administrative expenses consist primarily of personnel expenses for executive, financial, legal and human resource employees, overhead and other corporate expenditures.

Current wording

General and administrative. General and administrative expenses consist primarily of personnel expenses for executive, finance, legal and human resource employees, overhead and other corporate expenditures.

Previous wording

Restructuring charges. During the third quarter of fiscal year 2025, we entered into transition agreements that provided termination benefits for certain employees to ensure an orderly transition of responsibilities for continuity purposes. As a result of this related workforce change, during the three months ended June 30, 2025, we recorded restructuring charges totaling $0.5 million. During the three months ended June 30, 2024, we recorded restructuring charges totaling $16.6 million related to one-time termination benefits for one hundred sixteen employees who voluntarily terminated their employment through our voluntary separation program that was implemented in the first quarter of fiscal year 2025.

Current wording

Restructuring charges. During the third quarter of fiscal year 2024, we entered into transition agreements that provided termination benefits for certain employees to ensure an orderly transition of responsibilities for continuity purposes. As a result of this related workforce change, during the three months ended September 30, 2025 we recorded restructuring charges totaling $0.3 million. During the three months ended September 30, 2024, we recorded restructuring charges totaling $2.4 million related to one-time termination benefits for twenty-three employees who voluntarily terminated their employment during the three months ended September 30, 2024.

Previous wording

The 61%, or $5.9 million, decrease in interest and other income (expense), net for the three months ended June 30, 2025 compared to the same period last year was primarily due to $5.2 million decrease from the change in fair value of the equity investment in Napatech and a $2.3 million increase in foreign exchange expense, partially offset by a $1.4 million decrease in interest expense.

Current wording

The 39%, or $0.7 million, decrease in interest and other expense, net, for the three months ended September 30, 2025 compared to the same period last year was primarily due to a $1.4 million decrease in interest expense from the payoff of our credit facility balance in February 2025, a $1.0 million increase in interest income and a $1.0 million decrease in foreign exchange expense. This increase was partially offset by a $2.5 million decrease in the change in fair value of our prior equity investment in Napatech that was sold in August 2025.

Previous wording

Service. The 0.3%, or $0.4 million, increase in service revenue compared with the same period last year was primarily due to an increase in revenue from maintenance contracts as well as cloud and subscription services.

Current wording

Service. The 7%, or $14.6 million, increase in service revenue compared with the same period last year was primarily due to an increase in revenue from maintenance contracts, partly due to the timing of customer maintenance renewals, as well as cloud and subscription services.

Previous wording

The 6%, or $4.5 million, decrease in revenue from the service provider customer vertical was due to a decrease in product and service revenue from the service assurance product line, partially offset by an increase in both product and service revenue from the cybersecurity product line. The 18%, or $16.7 million, increase in revenue from the enterprise customer vertical was due to an increase in product and service revenue from both the service assurance and cybersecurity product line.

Current wording

The 8%, or $12.4 million, increase in revenue from the service provider customer vertical was due to an increase in service revenue from both the service assurance and cybersecurity product lines, as well as an increase in product revenue from the cybersecurity product line. The 13%, or $27.7 million, increase in revenue from the enterprise vertical was due to an increase in product and service revenue from both the service assurance and cybersecurity product lines. Revenue from both the service assurance and cybersecurity product lines benefited from the timing of orders and maintenance renewals within the fiscal year.

Previous wording

The 6%, or $2.7 million, decrease in research and development expenses for the three months ended June 30, 2025 compared to the same period last year was primarily due to a $2.5 million decrease in employee-related costs associated with a decrease in headcount.

Current wording

Research and development. The 2%, or $1.7 million, increase in research and development expenses for the six months ended September 30, 2025 compared to the same period last year was primarily due to an increase in employee-related variable incentive compensation, partially offset by a $1.6 million decrease in employee-related costs due to a reduction in headcount, and a $0.8 million decrease in depreciation expense.

Previous wording

Goodwill impairment. During the first quarter of fiscal year 2025, due to a decrease in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a Triggering Event occurred, indicating goodwill may be impaired.

Current wording

Goodwill impairment. During the first quarter of fiscal year 2025, due to a decrease in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a Triggering Event occurred, indicating goodwill may be impaired. Accordingly, we conducted an interim quantitative impairment test of its goodwill at June 30, 2024 using the market approach to estimate the fair value of its reporting unit. As a result of that interim impairment test, we recorded a $427.0 million goodwill impairment charge during the six months ended September 30, 2024.

Previous wording

Income Tax Expense (Benefit). The effective tax rates were 30.1% and 2.3% for the three months ended June 30, 2025 and 2024, respectively. The effective tax rate for the three months ended June 30, 2025 differed from the effective tax rate for the three months ended June 30, 2024, primarily related to a decrease in foreign withholding taxes offset by a $427.0 million goodwill impairment charge incurred during the three months ended June 30, 2024 which was not deductible for tax purposes.

Current wording

Income Tax Expense (Benefit). Our effective tax rates were 22.4% and 1.6% for the six months ended September 30, 2025 and 2024, respectively. The effective tax rate for the six months ended September 30, 2025 differed from the effective rate for the six months ended September 30, 2024, primarily related to the impact of our sales mix in different geographic areas. Also contributing to the effective tax rate change was an impact related to stock compensation and goodwill impairment incurred during the six months ended September 30, 2024, which was not deductible for tax purposes.

Previous wording

We produce our products on the basis of our forecast of near-term demand and maintain inventory in advance of receipt of firm orders from customers. We configure our products to customer specifications and generally deliver products shortly after receipt of the purchase order. Service engagements are also included in certain orders. Customers generally may reschedule or cancel unfulfilled orders with little or no penalty. Our total backlog at any particular time is not necessarily indicative of future sales levels. Within total backlog, fulfillable backlog includes what we consider to represent orders that are generally available to be delivered to customers as of the end of the reporting period. Delivery of our fulfillable backlog typically occurs early in the subsequent quarter. However, delivery may be delayed or accelerated due to various other reasons, including but not limited to, changes in timing of customer projects and product delivery schedules, which may not be within our control. Our total combined product backlog at June 30, 2025 was $30.9 million compared to $33.1 million at March 31, 2025. Combined product backlog included fulfillable backlog of $23.3 million and $25.1 million at June 30, 2025 and March 31, 2025, respectively. Total backlog includes orders that were received late in the quarter and radio frequency propagation modeling projects, as well as multi-year enterprise license agreements. In some cases, we have begun these projects but have not yet hit billable milestones. At June 30, 2025 and March 31, 2025 deferred revenue contained a gross balance of $6.3 million and $8.3 million, respectively, related to these radio frequency propagation modeling project orders.

Current wording

We produce our products on the basis of our forecast of near-term demand and maintain inventory in advance of receipt of firm orders from customers. We configure our products to customer specifications and generally deliver products shortly after receipt of the purchase order. Service engagements are also included in certain orders. Customers generally may reschedule or cancel unfulfilled orders with little or no penalty. Our total backlog at any particular time is not necessarily indicative of future sales levels. Within total backlog, fulfillable backlog includes what we consider to represent orders that are generally available to be delivered to customers as of the end of the reporting period. Delivery of our fulfillable backlog typically occurs early in the subsequent quarter. However, delivery may be delayed or accelerated due to various other reasons, including but not limited to, changes in timing of customer projects and product delivery schedules, which may not be within our control. Our total combined product backlog at September 30, 2025 was $39.8 million compared to $33.1 million at March 31, 2025. Combined product backlog included fulfillable backlog of $27.7 million and $25.1 million at September 30,

Previous wording

At June 30, 2025, cash, cash equivalents, marketable securities and investments (current and non-current) totaled $543.5 million, a $51.0 million increase from $492.5 million at March 31, 2025. This increase was primarily due to $73.6 million of net cash provided by operations and $13.6 million proceeds from sales and maturity of marketable securities, partially offset by $29.0 million used to purchase marketable securities, $15.0 million used to repurchase shares of our common stock, $13.8 million used for tax withholdings on restricted stock units, and $1.9 million used for capital expenditures, during thethree months ended June 30, 2025. Cash and short-term investments held outside of the United States was approximately $227.7 million.

Current wording

At September 30, 2025, cash, cash equivalents, marketable securities and investments (current and non-current) totaled $526.9 million, a $34.4 million increase from $492.5 million at March 31, 2025. This increase was primarily due to $80.2 million of net cash provided by operations, $30.4 million proceeds from sales and maturity of marketable securities, $11.8 million proceeds from the sale of our entire Napatech equity investment, partially offset by $50.6 million used to purchase marketable securities, $31.6 million used to repurchase shares of our common stock, $15.2 million used for tax withholdings on restricted stock units, $5.1 million due to effect of exchange rate changes on cash and cash equivalents, and $4.1 million used for capital expenditures, during thesix months ended September 30, 2025. Cash and short-term investments held outside of the United States was approximately $223.7 million.

Previous wording

Cash used in investing activities was $17.3 million during the three months ended June 30, 2025, compared with $3.1 million of cash used in investing activities during the three months ended June 30, 2024. The $14.2 million increase in cash used in investing activities was partially due in part to an additional $16.9 million purchase and sale of marketable securities during the three months ended June 30, 2025 as compared with the three months ended June 30, 2024, an additional $0.6 million in fixed asset purchase, partially offset by a $3.3 million increase in proceeds from maturity of marketable securities in the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

Current wording

Cash used in investing activities was $12.6 million during the six months ended September 30, 2025, compared with$0.9 million of cash provided by investing activities during the six months ended September 30, 2024. The $13.4 million increase in cash used in investing activities was partially due to an additional $29.6 million purchase of marketable securities, and an additional $2.0 million in fixed asset purchases. Partially offsetting the increase was $11.8 million in proceeds from the sale of our entire Napatech equity investment and a $5.1 million increase in proceeds from maturity of marketable securities in the six months ended September 30, 2025 as compared to the six months ended September 30, 2024.

Previous wording

Cash used in financing activities changed by $33.4 million to $28.8 million during the three months ended June 30, 2025, compared with $62.2 million of cash used in financing activities during the three months ended June 30, 2024.

Current wording

Cash used in financing activities decreased by $17.0 million to $46.8 million during the six months ended September 30, 2025, compared with $63.8 million of cash used in financing activities during the six months ended September 30, 2024.

Previous wording

During the three months ended June 30, 2025, we repurchased a total of 761,249 shares for $15.0 million in the open market under the 2022 Share Repurchase Program. During the three months ended June 30, 2024, we repurchased a total of 1,347,900 shares for $25.0 million in the open market under the 2022 Share Repurchase Program.

Current wording

During the six months ended September 30, 2025, we repurchased a total of approximately 1.5 million shares for $31.6 million in the open market under the 2022 Share Repurchase Program. During the six months ended September 30, 2024, we repurchased a total of approximately 1.4 million shares for $25.3 million in the open market under the Share Repurchase Program.

Previous wording

In connection with the delivery of our common stock upon vesting of restricted stock units, we withheld 597,115 and 617,826 shares at a cost of $13.8 million and $12.2 million related to minimum statutory tax withholding requirements on these restricted stock units during the three months ended June 30, 2025 and 2024, respectively. These withholding transactions do not fall under the repurchase program described above, and therefore do not reduce the number of shares that are available for repurchase under that program.

Current wording

In connection with the delivery of our common stock upon vesting of restricted stock units, we withheld approximately 0.7 million and approximately 0.7 million shares at a cost of $15.2 million and $13.5 million related to minimum statutory tax withholding requirements on these restricted stock units during the six months ended September 30, 2025 and 2024, respectively. These withholding transactions do not fall under the repurchase program described above, and therefore do not reduce the number of shares that are available for repurchase under that program.

Previous wording

During the three months ended June 30, 2025, there were no amounts outstanding under the Third Amended and Restated Credit Agreement (as defined below) and therefore no amounts repaid. During the three months ended June 30, 2024, we repaid $25.0 million of borrowings under the Second Amended and Restated Credit Agreement (as defined below).

Current wording

During the six months ended September 30, 2025, there were no amounts outstanding under the Third Amended and Restated Credit Agreement (as defined below) and therefore no amounts repaid. During the six months ended September 30, 2024, we repaid $25.0 million of borrowings under the Second Amended and Restated Credit Agreement (as defined below).

Previous wording

The Third Amended and Restated Credit Agreement provides for a five-year, $600.0 million senior secured revolving credit facility, including a letter of credit sub-facility of up to $75.0 million. We may elect to use the amended credit facility for working capital and other general corporate purposes (including to repurchase shares of our common stock). The commitments under the Third Amended and Restated Credit Agreement will expire on October 4, 2029, and any outstanding loans will be due on that date.

Current wording

Our third Amended and Restated Credit Agreement provides for a five-year, $600.0 million senior secured revolving credit facility, including a letter of credit sub-facility of up to $75.0 million. We may elect to use the amended credit facility for working capital and other general corporate purposes (including to repurchase shares of our common stock). The commitments under the Third Amended and Restated Credit Agreement will expire on October 4, 2029, and any outstanding loans will be due on that date.

Previous wording

In connection with the Third Amended and Restated Credit Agreement, we paid off the outstanding balance of $75.0 million under the Second Amended and Restated Credit Agreement on October 4, 2024 by borrowing the same amount under the Third Amended and Restated Credit Agreement. Additionally, we recorded a loss on the extinguishment of debt of $1.1 million, representing the write off of unamortized deferred financing costs, which was included in interest expense in the consolidated statements of operations for the fiscal year ended March 31, 2025. On February 3, 2025, we paid the outstanding balance of $75.0 million in full under the Third Amended and Restated Credit Agreement. At June 30, 2025, there were no amounts outstanding under the Third Amended and Restated Credit Agreement.

Current wording

In connection with the Third Amended and Restated Credit Agreement, we paid off the outstanding balance of $75.0 million under the Second Amended and Restated Credit Agreement on October 4, 2024 by borrowing the same amount under the Third Amended and Restated Credit Agreement. Additionally, we recorded a loss on the extinguishment of debt of $1.1 million, representing the write off of unamortized deferred financing costs, which was included in interest expense in the consolidated statements of operations for the fiscal year ended March 31, 2025. On February 3, 2025, we paid the outstanding balance of $75.0 million in full under the Third Amended and Restated Credit Agreement. At September 30, 2025 and March 31, 2025 there were no amounts outstanding under the Third Amended and Restated Credit Agreement.

Previous wording

At our election, revolving loans under the Third Amended and Restated Credit Agreement bear interest at either (a) a term SOFR rate plus a credit spread adjustment of 0.10% or (b) an Alternate Base Rate (defined in a customary manner), in each case plus an applicable margin. For the period from the delivery of our financial statements for the year ended March 31, 2025, until we have delivered financial statements for the quarter ended June 30, 2025, the applicable margin will be 1.00% per annum for term SOFR loans and 0% per annum for Alternate Base Rate loans, and thereafter the applicable margin will vary depending on our consolidated gross leverage ratio, ranging from 1.00% per annum for Alternate Base Rate loans and 2.00% per annum for term SOFR loans if our consolidated gross leverage ratio is greater than 3.50 to 1.00, down to 0% per annum for Alternate Base Rate loans and 1.00% per annum for term SOFR loans if our consolidated gross leverage ratio is equal to or less than 1.50 to 1.00.

Current wording

At our election, revolving loans under the Third Amended and Restated Credit Agreement bear interest at either (a) a term SOFR rate plus a credit spread adjustment of 0.10% or (b) an Alternate Base Rate (defined in a customary manner), in each case plus an applicable margin. For the period from the delivery of our financial statements for the quarter ended June 30, 2025, until we have delivered financial statements for the quarter ended September 30, 2025, the applicable margin will be 1.00% per annum for term SOFR loans and 0% per annum for Alternate Base Rate loans, and thereafter the applicable margin will vary depending on our consolidated gross leverage ratio, ranging from 1.00% per annum for Alternate Base Rate loans and 2.00% per annum for term SOFR loans if our consolidated gross leverage ratio is greater than 3.50 to 1.00, down to 0% per annum for Alternate Base Rate loans and 1.00% per annum for term SOFR loans if our consolidated gross leverage ratio is equal to or less than 1.50 to 1.00.

Previous wording

Commitment fees will accrue on the daily unused amount of the credit facility. For the period from the delivery of our financial statements for the quarter ended March 31, 2025, until we have delivered financial statements for the quarter ended June 30, 2025, the commitment fee will be 0.15% per annum, and thereafter the commitment fee will vary depending on our consolidated gross leverage ratio, ranging from 0.30% per annum if our consolidated gross leverage ratio is greater than 2.75 to 1.00, down to 0.15% per annum if our consolidated gross leverage ratio is equal to or less than 1.50 to 1.00.

Current wording

Commitment fees accrue on the daily unused amount of the credit facility. For the period from the delivery of our financial statements for the quarter ended June 30, 2025, until we have delivered financial statements for the quarter ended September 30, 2025, the commitment fee will be 0.15% per annum, and thereafter the commitment fee will vary depending on our consolidated gross leverage ratio, ranging from 0.30% per annum if our consolidated gross leverage ratio is greater than 2.75 to 1.00, down to 0.15% per annum if our consolidated gross leverage ratio is equal to or less than 1.50 to 1.00.

Previous wording

We had unamortized capitalized debt issuance costs, net of $3.1 million at June 30, 2025, which are being amortized over the life of the revolving credit facility. The unamortized capitalized debt issuance costs balance of $0.7 million was included as prepaid expenses and other current assets and a balance of $2.4 million was included as other assets in our consolidated balance sheet at June 30, 2025.

Current wording

We had unamortized capitalized debt issuance costs, net of $3.0 million at September 30, 2025, which are being amortized over the life of the revolving credit facility. The unamortized capitalized debt issuance costs balance of $0.7 million was included as prepaid expenses and other current assets and a balance of $2.3 million was included as other assets in our consolidated balance sheet at September 30, 2025.

Previous wording

We have contractual obligations for long-term debt, operating leases, unconditional purchase obligations, pension benefits plans and certain other long-term liabilities. Our obligations related to these items are described further within Management’s Discussion and Analysis of Financial Condition and Results of Operations within our Annual Report. We expect net cash provided by operating activities combined with cash, cash equivalents, marketable securities and investments and borrowing availability under our revolving credit facility will provide sufficient liquidity to fund current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months. We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash balances, and our revolving credit facility. However, macroeconomic conditions, including high inflation and interest rates, international trade relations (including trade protections measures, such as tariffs and other trade barriers), and a potential recession, could increase our anticipated funding requirements or make it more difficult for us to access capital.

Current wording

We have contractual obligations for operating leases, unconditional purchase obligations, pension benefits plans and certain other long-term liabilities. Our obligations related to these items are described further within Management’s Discussion and Analysis of Financial Condition and Results of Operations within our Annual Report. We expect net cash provided by operating activities combined with cash, cash equivalents, marketable securities and investments and borrowing availability under our revolving credit facility will provide sufficient liquidity to fund current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months. We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash balances, and our revolving credit facility. However, macroeconomic conditions, including high inflation and interest rates, international trade relations (including trade protections measures, such as tariffs and other trade barriers), and a potential recession, could increase our anticipated funding requirements or make it more difficult for us to access capital.

Previous wording

A portion of our cash may be used to acquire or invest in complementary businesses or products, to obtain the right to use complementary technologies, to repay borrowings under our Third Amended and Restated Credit Agreement, or to repurchase shares of our common stock through our stock repurchase programs. From time to time, in the ordinary course of business, we evaluate potential acquisitions of such businesses, products or technologies. If our existing sources of liquidity are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or debt securities. Macroeconomic conditions, including high interest rates and volatility in the capital markets, may make it difficult for us to secure additional financing on favorable terms or at all. Any sale of additional equity or debt securities could result in additional dilution to our stockholders.

Current wording

A portion of our cash may be used to acquire or invest in complementary businesses or products, to obtain the right to use complementary technologies, or to repurchase shares of our common stock through our stock repurchase programs. From time to time, in the ordinary course of business, we evaluate potential acquisitions of such businesses, products or technologies. If our existing sources of liquidity are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or debt securities. Macroeconomic conditions, including high interest rates and volatility in the capital markets, may make it difficult for us to secure additional financing on favorable terms or at all. Any sale of additional equity or debt securities could result in additional dilution to our stockholders.