Vertex, Inc.

Our cost reduction and restructuring efforts may not achieve their intended benefits and could adversely affect our profitability, financial condition, and results of operations.

The Company has undertaken the Value Creation Plan (the “Plan”) announced in April 2026. The Plan includes a reduction in force of approximately 170 employees across multiple geographies. There can be no assurance that we will achieve the anticipated benefits on the expected timeline, or at all. Implementation costs also might exceed expectations and further cost reduction measures might become necessary, resulting in additional future charges. If these efforts are not properly implemented or are unsuccessful, the Company might experience business disruptions, or our business otherwise might be adversely affected.

Restructuring activities inherently involve significant risks and uncertainties. The Plan could result in the loss of institutional knowledge and expertise, reduce morale and productivity among our remaining employees, and make it more difficult for us to attract, retain, and motivate key personnel. The Plan may also cause significant disruption to our operations, including our ability to maintain the quality and timeliness of our software solutions and customer support. Changes in our service delivery, product development, and customer success teams could adversely affect our customer relationships, our ability to meet contractual obligations, and the pace of innovation and product enhancements. The Plan could also expose the Company to claims, litigation, or regulatory proceedings related to the workforce reduction, which could be costly and time-consuming and could divert management’s attention. Any of the foregoing risks could materially adversely affect our business, financial condition, and results of operations.

This document incorporates by reference various risk factors discussed in the Company’s 2025 Annual Report, under the heading “Risk Factors”.

There are no additional material changes to the risk factors discussed in these filings. You should carefully consider these risks, together with management’s discussion and analysis of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q. If any of the events contemplated should occur, our business, results of operations, financial condition and cash flows could suffer significantly.