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DoubleVerify Holdings, Inc.

For the period ended Sep 30, 2026. Filed Oct 30, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 30, 2026

DV$13.56+0.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-07.

0001104659-26-092375

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-10-30.

0001104659-26-120666

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 84 previous paragraphs and 84 current paragraphs.

55 unchanged; 25 reworded; 4 added; 4 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

The Merger Agreement contains certain customary termination rights for the Company, on the one hand, and Parent, on the other hand, including that, subject to certain limitations, the Company or Parent may terminate the Merger Agreement if (i) the Merger is not consummated by 11:59 p.m. (New York City Time), on May 6, 2027 (the “Initial Termination Date”), which Initial Termination (x) will be automatically extended until 11:59 p.m. (New York City Time) on August 6, 2027 if certain of the conditions to the Merger have been satisfied as of the Initial Termination Date and (y) may be extended by Parent on one occasion if the marketing period has commenced but has not been completed on the third Business day immediately prior to the then-scheduled termination date; and (ii) any order prohibiting the Merger has become final and non-appealable; or (iii) the approval by the Company’s stockholders is not obtained at the special meeting of the Company’s stockholders. Subject to certain specified limitations and requirements set forth in the Merger Agreement, Parent may terminate the Merger Agreement if the Board issues an Adverse Recommendation Change, and the Company may terminate the Merger Agreement if, prior to the receipt of the approval of the Company’s stockholders, the Board authorizes the Company to enter into a definitive agreement providing for a Superior Proposal (as defined in the Merger Agreement) and the Company enters into such definitive agreement, or if Parent fails to consummate the Merger when required to do so under the Merger Agreement. The Company and Parent may also terminate the Merger Agreement by mutual written consent or for any material, uncured breach by the other party. Upon termination of the Merger Agreement under certain specified circumstances, the Company will be required to pay to Parent a termination fee of $60.0 million and under certain other circumstances, Parent will be required to pay the Company a termination fee of $144.0 million.

Current report

We prepared and filed with the SEC on September 29, 2026, a Definitive Proxy Statement on Schedule 14A, which contains additional information about the Merger Agreement and the Merger.

Current report

Total revenue increased by $17.0 million, or 9%, from $188.6 million in the three months ended September 30, 2025 to $205.6 million in the three months ended September 30, 2026. Total revenue increased by $37.5 million, or 7%, from $542.7 million in the nine months ended September 30, 2025 to $580.3 million in the nine months ended September 30, 2026.
Removed paragraphs (4)

Previous report

The Merger Agreement includes customary termination rights, including that the Merger Agreement may be terminated by either us or Parent: if (i) we and Parent mutually consent; (ii) the merger has not been consummated on or before the “end date” (twelve months from signing with an automatic extension of three months, if necessary to obtain regulatory approvals), (iii) any law in certain jurisdictions permanently prohibits the transaction (so long as any party’s breach has not been the cause of such prohibition), (iv) our stockholders do not approve the Merger, or (v) if the non-terminating party breaches certain representations, warranties or covenants and does not cure such breach. The Merger Agreement provides for the payment by us to Parent of a termination fee of $60.0 million if the Merger Agreement is terminated in specified circumstances, and for payment by Parent to us of a termination fee of $144.0 million if the Merger Agreement is terminated in specified circumstances and $175.0 million under certain other circumstances.

Previous report

The Merger is expected to close by the first quarter of 2027, subject to customary closing conditions and regulatory approvals. If the Merger is consummated, shares of our common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.

Previous report

Total revenue increased by $4.8 million, or 3%, from $189.0 million in the three months ended June 30, 2025 to $193.8 million in the three months ended June 30, 2026. Total revenue increased by $20.5 million, or 6%, from $354.1 million in the six months ended June 30, 2025 to $374.6 million in the six months ended June 30, 2026.
Reworded paragraphs (25)

Previous wording

On August 6, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Neptune BidCo US Inc., a Delaware corporation (“Parent”), and Wallace Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”). Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of our common stock as of immediately prior to the Effective Time (other than any dissenting shares or shares of our common stock held by us or owned, directly or indirectly, by Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent, Merger Sub, or us as of immediately prior to the Effective Time (including those held in our treasury)) will be converted automatically into the right to receive $13.60 in cash, without interest (the “Merger Consideration”).

Current wording

On August 6, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Neptune BidCo US Inc., a Delaware corporation (“Parent”), and Wallace Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”). Parent is the parent company of Nielsen Company (US) LLC. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of the Company, par value $0.001 (a “Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of the Company’s common stock (i) owned directly or indirectly by Parent, Merger Sub, or any wholly owned subsidiary of Parent or Merger Sub, (ii) the Company or any wholly owned subsidiary of the Company (including those held in the Company’s treasury), and (iii) held by the stockholders of the Company that have properly and validly exercised, and not withdrawn, their demand for appraisal rights in accordance with Section 262 of the Delaware General Corporation Law) will be converted automatically into the right to receive $13.60 in cash, without interest and subject to deduction for any required withholding tax in accordance with the terms of the Merger Agreement (the “Merger Consideration”).

Previous wording

For each of the three month and six month periods ended June 30, 2026 and June 30, 2025, advertiser customers accounted for 90% and 91% of our revenue, respectively. Advertisers can purchase our solutions through programmatic, social media and CTV platforms to evaluate the quality and optimize the efficiency of ad inventories before they are purchased, which we track as Activation revenue. Advertisers can also purchase our solutions to measure the quality and performance of ads after they are purchased directly or programmatically from digital properties, including publishers, social media and CTV platforms, which we track as Measurement revenue. We generate the majority of our revenue from advertisers by charging a Measured Transaction Fee based on the volume of Media Transactions Measured on behalf of our customers. We recognize revenue from advertisers in the period in which we provide our measurement and activation solutions.

Current wording

For the three months ended September 30, 2026 and September 30, 2025, advertiser customers accounted for 91% and 90% of our revenue, respectively. For each of the nine months ended September 30, 2026 and September 30, 2025, advertiser customers accounted for 90% of our revenue. Advertisers can purchase our solutions through programmatic, social media and CTV platforms to evaluate the quality and optimize the efficiency of ad inventories before they are purchased, which we track as Activation revenue. Advertisers can also purchase our solutions to measure the quality and performance of ads after they are purchased directly or programmatically from digital properties, including publishers, social media and CTV platforms, which we track as Measurement revenue. We generate the majority of our revenue from advertisers by charging a Measured Transaction Fee based on the volume of Media Transactions Measured on behalf of our customers. We recognize revenue from advertisers in the period in which we provide our measurement and activation solutions.

Previous wording

For each of the three month and six month periods ended June 30, 2026 and June 30, 2025, supply-side customers who use our data analytics to validate the quality of their ad inventory and provide data to their customers to facilitate targeting and purchasing of digital ads, which we refer to as Supply-side revenue, accounted for 10% and 9% of our revenue, respectively. We generate revenue for certain supply-side arrangements that include minimum guaranteed fees that reset monthly and are recognized on a straight-line basis over the access period, which is usually one to two years. For contracts that contain overages, once the minimum guaranteed amount is achieved, overages are recognized as earned over time based on a tiered pricing structure.

Current wording

For the three months ended September 30, 2026 and September 30, 2025, supply-side customers who use our data analytics to validate the quality of their ad inventory and provide data to their customers to facilitate targeting and purchasing of digital ads, which we refer to as Supply-side revenue, accounted for 9% and 10% of our revenue, respectively. For each of the nine months ended September 30, 2026 and September 30, 2025, Supply-side revenue accounted for 10% of our revenue. We generate revenue for certain supply-side arrangements that include minimum guaranteed fees that reset monthly and are recognized on a straight-line basis over the access period, which is usually one to two years. For contracts that contain overages, once the minimum guaranteed amount is achieved, overages are recognized as earned over time based on a tiered pricing structure.

Previous wording

Other expense (income), net. Other expense (income), net consists primarily of interest earned on interest-bearing monetary assets and gains and losses on foreign currency transactions.

Current wording

Other (income) expense, net. Other (income) expense, net consists primarily of interest earned on interest-bearing monetary assets and gains and losses on foreign currency transactions.

Previous wording

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

Current wording

Comparison of the Three and Nine Months Ended September 30, 2026 and September 30, 2025

Previous wording

Total Advertiser revenue increased by $2.6 million, or 2%, in the three months ended June 30, 2026 as compared to the same period in 2025. The growth was driven primarily by a 9% increase in Media Transactions Measured, partially offset by a 7% decrease in Measured Transaction Fees. For the six months ended June 30, 2026, total Advertiser revenue increased by $16.3 million, or 5%, compared to the same period in 2025, primarily due to a 10% increase in Media Transactions Measured, partially offset by a 6% decline in Measured Transaction Fees.

Current wording

Total Advertiser revenue increased by $16.2 million, or 9%, in the three months ended September 30, 2026 as compared to the same period in 2025. The growth was driven primarily by an 11% increase in Media Transactions Measured, partially offset by a 2% decrease in Measured Transaction Fees. For the nine months ended September 30, 2026, total Advertiser revenue increased by $32.5 million, or 7%, compared to the same period in 2025, primarily due to an 11% increase in Media Transactions Measured, partially offset by a 4% decline in Measured Transaction Fees.

Previous wording

Activation revenue decreased by $1.3 million, or 1%, in the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was driven by a decrease in revenue from programmatic channels, offset by greater adoption of social media solutions and Scibids AI. For the six months ended June 30, 2026, Activation revenue increased by $4.1 million, or 2%, compared to the same period in 2025, driven by greater adoption of social media solutions, Scibids AI, and increase in revenue from programmatic channels.

Current wording

Activation revenue increased by $10.9 million, or 10%, in the three months ended September 30, 2026, as compared to the same period in 2025. The increase was driven by greater adoption of social media solutions and of Scibids AI, and an increase in revenue from programmatic channels. For the nine months ended September 30, 2026, Activation revenue increased by $15.0 million, or 5%, compared to the same period in 2025, driven by the same factors.

Previous wording

Measurement revenue increased $3.9 million, or 6%, in the three months ended June 30, 2026, as compared to the same period in 2025, driven primarily by greater adoption of social and CTV solutions, as well as the addition of Rockerbox, Inc. (“Rockerbox”). For the six months ended June 30, 2026, Measurement revenue increased by $12.2 million, or 11%, compared to the same period in 2025, driven by the same factors.

Current wording

Measurement revenue increased $5.3 million, or 8%, in the three months ended September 30, 2026, as compared to the same period in 2025, driven primarily by greater adoption of social and CTV solutions, as well as the addition of Rockerbox, Inc. (“Rockerbox”). For the nine months ended September 30, 2026, Measurement revenue increased by $17.5 million, or 10%, compared to the same period in 2025, driven by the same factors.

Previous wording

Supply-side revenue increased $2.2 million, or 13%, in the three months ended June 30, 2026, as compared to the same period in 2025, driven primarily by growth from both existing and new platform and publisher customers. For the six months ended June 30, 2026, Supply-side revenue increased by $4.2 million, or 12%, compared to the same period in 2025, driven by the same factors.

Current wording

Supply-side revenue increased $0.8 million, or 5%, in the three months ended September 30, 2026, as compared to the same period in 2025, driven primarily by growth from both existing and new platform and publisher customers. For the nine months ended September 30, 2026, Supply-side revenue increased by $5.0 million, or 10%, compared to the same period in 2025, driven by the same factors.

Previous wording

Cost of revenue decreased by $0.6 million, or 2%, from $33.1 million in the three months ended June 30, 2025 to $32.5 million in the three months ended June 30, 2026. The decrease was due primarily to lower partner costs from revenue-sharing arrangements tied to lower revenue in programmatic channels. Cost of revenue increased by $1.6 million, or 2%, from $64.1 million in the six months ended June 30, 2025, to $65.6 million in the six months ended June 30, 2026, due primarily to higher data services and hosting expenses due to increased volume, as well as higher partner costs from revenue-sharing arrangements tied to higher revenue in programmatic channels.

Current wording

Cost of revenue increased by $5.1 million, or 15%, from $33.5 million in the three months ended September 30, 2025 to $38.5 million in the three months ended September 30, 2026. The increase was due primarily to higher data services and hosting expenses due to increased volume, as well as higher partner costs from revenue-sharing arrangements tied to higher revenue in programmatic channels. Cost of revenue increased by $6.6 million, or 7%, from $97.6 million in the nine months ended September 30, 2025, to $104.2 million in the nine months ended September 30, 2026, driven by the same factors.

Previous wording

Product development expenses decreased by $0.8 million, or 2%, from $47.2 million in the three months ended June 30, 2025 to $46.4 million in the three months ended June 30, 2026. The decrease was due primarily to a decrease in personnel costs, including stock-based compensation, of $2.0 million, partially offset by an increase in third party software costs and outsourced consulting and engineering services of $1.0 million to support our product development efforts. Product development expenses decreased by $0.1 million, or less than 1%, from $91.9 million in the six months ended June 30, 2025 to $91.8 million in the six months ended June 30, 2026. The decrease was due primarily to a decrease in personnel costs, including stock-based compensation, of $0.9 million, a decrease in travel and entertainment expenses to support product development activities of $0.3 million, partially offset by an increase in third party software costs and outsourced consulting and engineering services of $1.1 million to support our product development efforts.

Current wording

Product development expenses decreased by $0.4 million, or 1%, from $44.8 million in the three months ended September 30, 2025 to $44.4 million in the three months ended September 30, 2026. The decrease was due primarily to a decrease in personnel costs, including stock-based compensation, of $0.9 million, partially offset by an increase in third party software costs and outsourced consulting and engineering services of $0.6 million to support our product development efforts. Product development expenses decreased by $0.6 million, or less than 1%, from $136.8 million in the nine months ended September 30, 2025 to $136.2 million in the nine months ended September 30, 2026. The decrease was due primarily to a decrease in personnel costs, including stock-based compensation, of $1.8 million, a decrease in travel and entertainment expenses to support product development activities of $0.3 million, partially offset by an increase in third party software costs and outsourced consulting and engineering services of $1.7 million to support our product development efforts.

Previous wording

Sales, marketing and customer support expenses decreased by $2.6 million, or 5%, from $50.9 million in the three months ended June 30, 2025 to $48.3 million in the three months ended June 30, 2026. The decrease was due primarily to a decrease in personnel costs, including stock-based compensation and sales commissions, of $4.0 million, partially offset by an increase in marketing, travel and entertainment and third party professional fees to support marketing and sales activities of $1.0 million. Sales, marketing and customer support expenses decreased by $0.7 million, or 1%, from $94.6 million in the six months ended June 30, 2025 to $93.9 million in the six months ended June 30, 2026. The decrease was due primarily to a decrease in personnel costs, including stock-based compensation and sales commissions, of $3.3 million, partially offset by an increase in marketing, travel and entertainment, and third party professional fees to support marketing and sales activities of $1.7 million.

Current wording

Sales, marketing and customer support expenses increased by $1.0 million, or 2%, from $47.0 million in the three months ended September 30, 2025 to $48.0 million in the three months ended September 30, 2026. The increase was due primarily to an increase in personnel costs, including stock-based compensation and sales commissions, of $1.9 million, partially offset by a decrease in marketing, travel and entertainment and third party professional fees to support marketing and sales activities of $0.7 million. Sales, marketing and customer support expenses increased by $0.2 million, or less than 1%, from $141.6 million in the nine months ended September 30, 2025 to $141.8 million in the nine months ended September 30, 2026. The increase was due primarily to an increase in marketing, travel and entertainment, third party professional fees and other costs to support marketing and sales activities of $1.6 million, partially offset by a decrease in personnel costs, including stock-based compensation and sales commissions, of $1.4 million.

Previous wording

General and administrative expenses decreased by $2.6 million, or 9%, from $29.6 million in the three months ended June 30, 2025 to $27.0 million in the three months ended June 30, 2026. The decrease was due primarily to a $1.0 million decrease in expenses with respect to litigation and regulatory matters outside of the ordinary course, a $0.5 million decrease in acquisition-related transaction costs for Rockerbox and our broader acquisition strategy, and a $0.7 million decrease in personnel costs, including stock-based compensation. General and administrative expenses decreased by $3.4 million, or 6%, from $56.1 million in the six months ended June 30, 2025 to $52.7 million in the six months ended June 30, 2026. The decrease was due primarily to a $1.0 million decrease in expenses with respect to litigation and regulatory matters outside of the ordinary course, a $1.7 million decrease in acquisition-related transaction costs for Rockerbox and our broader acquisition strategy, and a $0.1 million decrease in personnel costs, including stock-based compensation.

Current wording

General and administrative expenses increased by $1.0 million, or 4%, from $27.0 million in the three months ended September 30, 2025 to $28.0 million in the three months ended September 30, 2026. The increase was due primarily to a $2.9 million increase in acquisition-related transaction costs in connection with the Merger Agreement, partially offset by a $1.3 million decrease in expenses with respect to litigation and regulatory matters outside of the ordinary course. General and administrative expenses decreased by $2.4 million, or 3%, from $83.1 million in the nine months ended September 30, 2025 to $80.7 million in the nine months ended September 30, 2026. The decrease was due primarily to a $2.3 million decrease in expenses with respect to litigation and regulatory matters outside of the ordinary course and a $1.5 million decrease in personnel costs, including stock-based compensation, partially offset by a $1.2 million increase in acquisition-related transaction costs.

Previous wording

Depreciation and amortization increased by $2.0 million, or 13%, from $14.7 million in the three months ended June 30, 2025, to $16.7 million in the three months ended June 30, 2026. The increase was due primarily to higher amortization of internally developed software. Depreciation and Amortization increased by $4.9 million, or 18%, from $27.1 million in the six months ended June 30, 2025 to $32.0 million in the six months ended June 30, 2026 driven by the same factors.

Current wording

Depreciation and amortization increased by $3.1 million, or 21%, from $15.2 million in the three months ended September 30, 2025, to $18.3 million in the three months ended September 30, 2026. The increase was due primarily to higher amortization of internally developed software. Depreciation and Amortization increased by $8.1 million, or 19%, from $42.3 million in the nine months ended September 30, 2025 to $50.3 million in the nine months ended September 30, 2026 driven by the same factors.

Previous wording

Interest expense increased by less than $0.1 million, from $0.4 million in the three months ended June 30, 2025, to $0.5 million in the three months ended June 30, 2026. Interest expense was materially unchanged at $0.9 million in each of the six months ended June 30, 2025 and June 30, 2026.

Current wording

Interest expense increased by $0.2 million, from $0.5 million in the three months ended September 30, 2025, to $0.7 million in the three months ended September 30, 2026. Interest expense increased by $0.2 million, from $1.3 million in the nine months ended September 30, 2025, to $1.5 million in the nine months ended September 30, 2026.

Previous wording

Other expense (income), net changed by $2.7 million, from income of $2.1 million in the three months ended June 30, 2025, to expense of $0.6 million in the three months ended June 30, 2026. The change was due primarily to losses from changes in foreign exchange rates. Other expense (income), net changed by $6.9 million, from income of $5.3 million in the six months ended June 30, 2025, to expense of $1.6 million in the six months ended June 30, 2026 driven by the same factors.

Current wording

Other (income) expense, net changed by $0.4 million, from expense of $0.1 million in the three months ended September 30, 2025, to income of $0.3 million in the three months ended September 30, 2026. The change was due primarily to a reduction in losses from changes in foreign exchange rates, partially offset by a decrease in interest earned on interest-bearing monetary assets. Other (income) expense, net changed by $6.6 million, from income of $5.2 million in the nine months ended September 30, 2025, to expense of $1.4 million in the nine months ended September 30, 2026. The change was due primarily to a decrease in interest earned on interest-bearing monetary assets, and to losses from changes in foreign exchange rates.

Previous wording

Income tax expense increased by $2.5 million from $6.5 million in the three months ended June 30, 2025, to $9.0 million in the three months ended June 30, 2026. The increase was due primarily to higher pre-tax earnings and unfavorable effects from certain stock compensation costs. These factors were partially offset by a more favorable estimated operating effective tax rate for the year. Income tax expense increased by $3.2 million from $13.6 million in the six months ended June 30, 2025, to $16.8 million in the six months ended June 30, 2026, driven by the same factors.

Current wording

Income tax expense increased by $1.7 million from $10.3 million in the three months ended September 30, 2025, to $12.0 million in the three months ended September 30, 2026. The increase was due primarily to higher pre-tax earnings and unfavorable effects from certain stock compensation costs. These factors were partially offset by a more favorable estimated operating effective tax rate for the year. Income tax expense increased by $4.9 million from $23.9 million in the nine months ended September 30, 2025, to $28.8 million in the nine months ended September 30, 2026, driven by the same factors.

Previous wording

Our operations are financed primarily through cash generated from operations. As of June 30, 2026, the Company had cash and cash equivalents of $210.2 million and net working capital, consisting of current assets (excluding cash and cash equivalents) less current liabilities, of $156.4 million.

Current wording

Our operations are financed primarily through cash generated from operations. As of September 30, 2026, the Company had cash and cash equivalents of $250.9 million and net working capital, consisting of current assets (excluding cash and cash equivalents) less current liabilities, of $158.8 million.

Previous wording

We believe existing cash and cash generated from operations, together with the $200.0 million undrawn balance under the New Revolving Credit Facility as of June 30, 2026, will be sufficient to meet future working capital requirements and fund capital expenditures, share repurchase programs and acquisitions on a short-term and long-term basis.

Current wording

We believe existing cash and cash generated from operations, together with the $200.0 million undrawn balance under the New Revolving Credit Facility as of September 30, 2026, will be sufficient to meet future working capital requirements and fund capital expenditures, share repurchase programs and acquisitions on a short-term and long-term basis, subject to the restrictions under the Merger Agreement.

Previous wording

In connection with the Board’s approval of the February 2026 Repurchase Program, the Board determined to discontinue the November 2024 Repurchase Program. Accordingly, going forward, any and all repurchases will be made pursuant to the February 2026 Repurchase Program.

Current wording

In connection with the Board’s approval of the February 2026 Repurchase Program, the Board determined to discontinue the November 2024 Repurchase Program. Accordingly, going forward, any and all repurchases will be made pursuant to the February 2026 Repurchase Program, subject to the restrictions described below. Under the terms of the Merger Agreement, the Company has agreed that, until the earlier of the Effective Time and the termination of the Merger Agreement, it will not repurchase any shares of its capital stock without the prior written consent of Parent (which consent may not be unreasonably withheld, conditioned or delayed), subject to certain limited exceptions, including repurchases or withholding of shares in connection with the exercise, vesting or settlement of outstanding equity awards.

Previous wording

Repurchases under the February 2026 Repurchase Program commenced in March 2026. During the three months ended June 30, 2026, the Company repurchased 2.5 million shares of its common stock for an aggregate repurchase amount of $25.0 million under the February 2026 Repurchase Program. During the six months ended June 30, 2026, the Company repurchased 9.8 million shares of its common stock for an aggregate repurchase amount of $100.2 million under the February 2026 Repurchase Program. As of June 30, 2026, $200.0 million remained available and authorized for repurchase under the February 2026 Repurchase Program.

Current wording

Repurchases under the February 2026 Repurchase Program commenced in March 2026. During the three months ended September 30, 2026, the Company did not repurchase any shares of its common stock pursuant to the February 2026 Repurchase Program. During the nine months ended September 30, 2026, the Company repurchased 9.8 million shares of its common stock for an aggregate repurchase amount of $100.2 million under the February 2026 Repurchase Program. As of September 30, 2026, $200.0 million remained available and authorized for repurchase under the February 2026 Repurchase Program.

Previous wording

For the six months ended June 30, 2026, cash provided by operating activities was $80.4 million, attributable to net income of $19.3 million, adjusted for non-cash charges of $91.3 million and $30.3 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $32.0 million in depreciation and amortization and $49.8 million in stock-based compensation. The main drivers of the changes in operating assets and liabilities were a $26.1 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of payments for accrued expenses, and a $7.1 million increase in prepaid expenses and other assets due mainly to increases in prepayments, partially offset by a decrease in trade receivables of $3.0 million.

Current wording

For the nine months ended September 30, 2026, cash provided by operating activities was $136.4 million, attributable to net income of $35.3 million, adjusted for non-cash charges of $135.5 million and $34.4 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $50.3 million in depreciation and amortization and $74.9 million in stock-based compensation. The main drivers of the changes in operating assets and liabilities were a $22.5 million decrease in accrued expenses and other liabilities due mainly to the timing of payments for accrued expenses, and a $12.1 million increase in trade receivables and prepaid expenses and other assets.

Previous wording

For the six months ended June 30, 2025, cash provided by operating activities was $87.3 million, attributable to net income of $11.1 million, adjusted for non-cash charges of $84.3 million and $8.1 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $27.1 million in depreciation and amortization and $51.3 million in stock-based compensation. The main drivers of the changes in operating assets and liabilities were a $41.0 million decrease in trade receivables, offset by an increase in prepaid expenses and other assets of $32.8 million due mainly to increases in prepayments, and a $16.3 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of income tax payments.

Current wording

For the nine months ended September 30, 2025, cash provided by operating activities was $138.5 million, attributable to net income of $21.3 million, adjusted for non-cash charges of $147.4 million and $30.2 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $42.3 million in depreciation and amortization and $78.7 million in stock-based compensation. The main drivers of the changes in operating assets and liabilities were a $11.6 million decrease in trade receivables, offset by an increase in prepaid expenses and other assets of $36.8 million due mainly to increases in prepayments, and a $5.0 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of income tax payments.

Previous wording

For the six months ended June 30, 2026, cash used in investing activities of $21.1 million was attributable to purchases of property, plant and equipment, and capitalized software development costs. For the six months ended June 30, 2025, cash used in investing activities was $86.7 million, including $82.6 million attributable to the acquisition of Rockerbox, $15.8 million attributable to purchases of property, plant and equipment, and capitalized software development costs, partially offset by $12.7 million attributable to proceeds from maturities of short-term financial instruments.

Current wording

For the nine months ended September 30, 2026, cash used in investing activities was $31.4 million attributable to purchases of property, plant and equipment, and capitalized software development costs. For the nine months ended September 30, 2025, cash used in investing activities was $93.8 million, including $82.6 million attributable to the acquisition of Rockerbox, $28.0 million attributable to purchases of property, plant and equipment, and capitalized software development costs, partially offset by $17.8 million attributable to proceeds from maturities of short-term financial instruments.

Previous wording

For the six months ended June 30, 2026, cash used in financing activities of $107.4 million was due primarily to $100.2 million related to shares repurchased under the February 2026 Repurchase Program and $5.5 million related to shares repurchased for settlement of employee tax withholding. For the six months ended June 30, 2025, cash used in financing activities of $86.0 million was due primarily to $82.2 million related to shares repurchased under the previously authorized repurchase programs and $3.7 million related to shares repurchased for settlement of employee tax withholding.

Current wording

For the nine months ended September 30, 2026, cash used in financing activities of $112.4 million was due primarily to $100.2 million related to shares repurchased under the February 2026 Repurchase Program and $7.9 million related to shares repurchased for settlement of employee tax withholding. For the nine months ended September 30, 2025, cash used in financing activities of $140.8 million was due primarily to $132.3 million related to shares repurchased under the previously authorized repurchase programs and $7.1 million related to shares repurchased for settlement of employee tax withholding.