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QUALYS, INC.

For the period ended Mar 31, 2026. Filed May 5, 2026.

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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.

Mar 31, 2026 · Filed May 5, 2026

QLYS$202.46+6.3%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements

NOTE 1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Qualys, Inc. (the “Company”, “we”, “us”, “our”) was incorporated in the state of Delaware on December 30, 1999. The Company is headquartered in Foster City, California and has wholly-owned subsidiaries throughout the world. The Company is a leading provider of cloud-based information technology (“IT”), security and compliance solutions that enable organizations to identify security risks to their IT infrastructures, help protect their IT systems and applications from ever-evolving cyber-attacks and achieve compliance with internal policies and external regulations. The Company’s cloud solutions address the growing security and compliance complexities and risks that are amplified by the dissolving boundaries between internal and external IT infrastructures and web environments, the rapid adoption of cloud computing and the proliferation of geographically dispersed IT assets. Organizations can use the Company’s integrated suite of solutions delivered on Qualys' Enterprise TruRisk Platform to cost-effectively obtain a unified view of their security and compliance posture across globally-distributed IT infrastructures.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information as well as the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet as of December 31, 2025, included herein, was derived from the audited financial statements as of that date but does not include all disclosures, including notes required by U.S. GAAP. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the financial position, results of operations and cash flows for the interim periods. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results of operations expected for the entire year ending December 31, 2026 or for any other future annual or interim periods. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 20, 2026.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the condensed consolidated financial statements and the reported results of operations during the reporting period. The Company’s management regularly assesses these estimates, which primarily affect revenue recognition, allowance for credit loss, the valuation of goodwill and intangible assets, leases, stock-based compensation and income tax provision. Actual results could differ from those estimates and such differences may be material to the accompanying unaudited condensed consolidated financial statements.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends ASC 326-20 to provide a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The standard should be applied prospectively, and is effective for annual periods, including interim reporting periods, beginning after December 15, 2025. The Company adopted this ASU during the first quarter of fiscal year 2026 on a prospective basis. The adoption of this ASU did not have a material impact on its consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03 -Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring more detailed information about the types of expenses included in certain expense captions presented on the consolidated statements of operations. Additionally, this amendment requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and the disclosure of the total amount of selling expenses. The requirements of the ASU are effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027 and are to be applied on a retrospective or prospective basis, with early adoption permitted. The Company's annual reporting requirements will be effective for fiscal year 2027. The Company is in the process of analyzing the impact of the ASU on related disclosures.

In September 2025, the FASB issued ASU 2025-06 -Intangibles—Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which simplifies the capitalization guidance by removing references to software development project stage so that the guidance is neutral to different software development methods. The requirements of the ASU are effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods and are to be applied on a prospective, modified retrospective or retrospective basis, with early adoption permitted. The Company's interim and annual reporting requirements will be effective for the Company beginning in the first quarter of fiscal year 2028. The Company is in the process of analyzing the impact of the ASU on its consolidated financial statements.

There have been no material changes to the Company’s significant accounting policies set forth in “Note 1” of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

NOTE 2. Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For certain of the Company’s financial instruments, including certain cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate their fair values due to the relatively short maturity of these balances.

The Company measures and reports certain cash equivalents, marketable securities, derivative foreign currency forward contracts at fair value in accordance with the provisions of the authoritative accounting guidance that addresses fair value measurements. This guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy is broken down into three levels based on the reliability of inputs as follows:

Level 1- Valuations based on quoted prices in active markets for identical assets or liabilities.

Level 2- Valuations based on other than quoted prices in active markets for identical assets and liabilities, including quoted prices for identical assets or liabilities in less active or inactive markets, quoted prices for similar assets or liabilities in active markets, or inputs other than quoted prices that are observable for substantially the full term of the assets or liabilities.

Level 3- Valuations based on inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The Company's financial instruments consist of assets and liabilities measured using Level 1 and 2 inputs. Level 1 assets include a highly liquid money market fund, which is valued using unadjusted quoted prices that are available in an active market for an identical asset. Level 2 assets include fixed-income U.S. Treasury and government agency securities, commercial paper, corporate bonds, asset-backed securities and derivative financial instruments consisting of foreign currency forward contracts. The securities, bonds and commercial paper are valued using prices from independent pricing services based on quoted prices of identical instruments in less active or inactive markets, quoted prices of similar instruments in active markets, or industry models using data inputs such as interest rates and prices that can be directly observed or corroborated in active markets. The foreign currency forward contracts are valued using observable inputs, such as quotations on forward foreign exchange points and foreign interest rates.

The following table sets forth by level within the fair value hierarchy the fair value of the Company's financial assets and liabilities measured at fair value on a recurring basis:

March 31, 2026
Level 1Level 2Fair Value
(in thousands)
Money market funds$386$—$386
Commercial paper—1,4731,473
U.S. Treasury and government agencies—333,004333,004
Corporate bonds—146,575146,575
Asset-backed securities—797797
Foreign currency forward contracts—2,4302,430
Total assets$386$484,279$484,665
Foreign currency forward contracts$—$4,170$4,170
Total liabilities$—$4,170$4,170
December 31, 2025
Level 1Level 2Fair Value
(in thousands)
Money market funds$205$—$205
U.S. Treasury and government agencies—330,163330,163
Corporate bonds—147,101147,101
Asset-backed securities—1,2401,240
Foreign currency forward contracts—5858
Total assets$205$478,562$478,767
Foreign currency forward contracts$—$4,697$4,697
Total liabilities$—$4,697$4,697

There were no transfers between Level 1, Level 2 and Level 3 categories during the three months ended March 31, 2026 and 2025.

Cash equivalent and investments

The Company's cash equivalents and marketable securities consist of the following:

March 31, 2026
Amortized CostUnrealized GainsUnrealized LossesFair Value
(in thousands)
Cash equivalents: (1)
Money market funds$386$—$—$386
U.S. Treasury and government agencies31,969—(1)31,968
Total32,355—(1)32,354
Short-term marketable securities:
Commercial paper1,475—(2)1,473
Corporate bonds54,140132(7)54,265
U.S. Treasury and government agencies136,042128(29)136,141
Total191,657260(38)191,879
Long-term marketable securities:
Corporate bonds92,415107(212)92,310
Asset-backed securities7907—797
U.S. Treasury and government agencies165,36454(523)164,895
Total258,569168(735)258,002
Total$482,581$428$(774)$482,235

(1)Excludes cash of $247.1 million.

December 31, 2025
Amortized CostUnrealized GainsUnrealized LossesFair Value
(in thousands)
Cash equivalents: (2)
Money market funds$205$—$—$205
U.S. Treasury and government agencies31,9523—31,955
Total32,1573—32,160
Short-term marketable securities:
Corporate bonds59,531273—59,804
U.S. Treasury and government agencies135,649238(10)135,877
Total195,180511(10)195,681
Long-term marketable securities:
Corporate bonds86,826483(12)87,297
Asset-backed securities1,22713—1,240
U.S. Treasury and government agencies162,035396(100)162,331
Total250,088892(112)250,868
Total$477,425$1,406$(122)$478,709

(2)Excludes cash of $218.1 million.

The following table summarizes the gross unrealized losses and fair value of the Company's marketable securities that were in an unrealized loss position aggregated by length of time:

March 31, 2026
Less than 12 months12 months or longerTotal
Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
(in thousands)
Commercial paper$1,473$(2)$—$—$1,473$(2)
Corporate bonds56,884(219)——56,884(219)
U.S. Treasury and government agencies217,164(553)——217,164(553)
Total$275,521$(774)$—$—$275,521$(774)
December 31, 2025
Less than 12 months12 months or longerTotal
Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
(in thousands)
Corporate bonds$10,735$(12)$1,791$—$12,526$(12)
U.S. Treasury and government agencies92,419(110)——92,419(110)
Total$103,154$(122)$1,791$—$104,945$(122)

The Company considered the extent to which any unrealized losses on its marketable securities were driven by credit risk and other factors, including market risk, and if it is more-likely-than-not that the Company would have to sell the security before the recovery of the amortized cost basis. At March 31, 2026 and December 31, 2025, the unrealized losses related to its marketable securities were due to market factors other than credit. The Company does not believe the unrealized losses represent credit risk, and the Company does not intend to sell any of the securities in an unrealized loss position and it is not likely that the Company would be required to sell these securities before recovery of their amortized cost basis, which may be at maturity. Thus, no credit loss was recognized for the Company's marketable securities for the three months ended March 31, 2026 and 2025.

The following summarizes the fair value of marketable securities by contractual maturity:

March 31, 2026
Amortized CostFair Value
(in thousands)
Due within One Year$224,011$224,233
Due after One Year through Five Years257,780257,205
Asset-backed securities790797
Total$482,581$482,235

Non-Marketable Securities

During the fiscal year ended December 31, 2018, the Company invested $2.5 million in preferred stock of a privately-held company. The fair value of the investment is not readily available, and there are no quoted market prices for the investment. The Company accounts for the investment at cost less impairment and will measure the investment at fair value when the Company identifies observable price changes. The investment is assessed for impairment whenever events or changes in circumstances indicate that the fair value of the investment is less than carrying value. During the second quarter of 2023, the Company identified an observable price change in the investment and recognized an immaterial unrealized loss in other income (expense), net of the condensed consolidated statement of operations. During the first quarter of 2026, the Company identified indicators of impairment related to the investment and recognized a full impairment charge of $2.0 million in other income (expense), net of the condensed consolidated statement of operations. The investment is included in other noncurrent assets on the condensed consolidated balance sheets. The Company has not received any dividends from the investment.

Derivative Financial Instruments

Designated cash flow hedges

The Company enters into foreign currency forward contracts to reduce the risk of variability in future cash flow due to foreign currency exchange rate fluctuation from certain forecasted subscription revenue orders billed in British Pound (“GBP”) and Euro (“EUR”) and operating expenses incurred in Indian Rupee (“INR”), which are designated as cash flow hedges. Hedge effectiveness is assessed at inception and at each reporting period utilizing regression analysis. Unrealized foreign exchange gains or losses related to those designated cash flow hedge contracts are recorded in accumulated other comprehensive income (“AOCI”) and will be reclassified into revenues or operating expenses, respectively, in the same periods when the hedged transactions are recognized in earnings.

As of March 31, 2026, the Company had designated cash flow hedge forward contracts with notional amounts of €51.8 million, £23.9 million and Rs.5,999.3 million. As of December 31, 2025, the Company had designated cash flow hedge forward contracts with notional amounts of €54.3 million, £24.1 million and Rs.5,526.0 million.

As of March 31, 2026, the amount of net unrealized loss of$2.8 million before tax on the foreign currency forward contracts for GBP and EUR reported in AOCI is expected to be reclassified into revenue within the next 12 months. As of March 31, 2026, the amount of net unrealized loss of$3.9 million before tax on the foreign currency forward contracts for INR reported in AOCI is expected to be reclassified into operating expenses within the next 12 months.

Non-designated forward contracts

The Company also uses foreign currency forward contracts to hedge certain foreign currency denominated assets or liabilities, which are not designated as cash flow hedges. Unrealized foreign exchange gain or losses related to the non-designated forward contracts are recorded in other income (expenses), net and offset the foreign exchange gain or loss on the underlying net monetary assets or liabilities.

As of March 31, 2026, the Company had non-designated forward contracts with notional amounts of €22.0 million, £8.5 million, and Rs.2,903.0 million and Canadian Dollar (“C$” or “CAD”) C$2.0 million. As of December 31, 2025, the Company had non-designated forward contracts with notional amounts of €24.4 million, £6.8 million, Rs.2,723.0 million, and C$2.5 million.

The following summarizesthe fair value ofderivative financial instruments as of March 31, 2026 and December 31, 2025:

March 31,2026December 31,2025
(in thousands)
Assets
Foreign currency forward contracts designated as cash flow hedge$1,404$55
Foreign currency forward contracts not designated as hedging instruments1,0263
Total$2,430$58
Liabilities
Foreign currency forward contracts designated as cash flow hedge$4,072$4,579
Foreign currency forward contracts not designated as hedging instruments98118
Total$4,170$4,697

The Company presents its derivative assets and derivative liabilities at gross fair values in the condensed consolidated balance sheets. However, under the master netting agreements with the respective counterparties of the foreign exchange contracts, subject to applicable requirements, the Company is allowed to net settle transactions of the same currency with a single net amount payable by one party to the other. The potential offset to both assets and liabilities under the right of set-off associated with the Company's foreign currency exchange contracts was $2.4 million as of March 31, 2026 and immaterial as of December 31, 2025. The derivatives held by the Company are not subject to any credit contingent features negotiated with its counterparties. The Company is not required to pledge nor is entitled to receive cash collateral related to the above contracts. The counterparties to these derivatives are large, global financial institutions that the Company believes are creditworthy, and therefore, it does not consider the risk of counterparty nonperformance to be material.

The following summarizes the gains (losses) recognized from forward contracts and other foreign currency transactions in other income (expense), net in the condensed consolidated statements of operations:

Three Months EndedMarch 31,
20262025
(in thousands)
Net gains (losses) from non-designated forward contracts$2,364$(1,617)
Other foreign currency transactions gains (losses)(2,553)1,877
Total foreign exchange gains (losses), net$(189)$260

NOTE 3. Accumulated Other Comprehensive Income (Loss)

The components and changes in accumulated other comprehensive income (loss) for the three months ended March 31, 2026 and 2025 were as follows:

Available-for-Sale Debt SecuritiesCash Flow HedgesTotal
(in thousands)
Balances at December 31, 2025$990$(5,002)$(4,012)
Change in unrealized losses during the period(1,629)(721)(2,350)
Amount reclassified into income during the period(1)1,4161,415
Tax effect296(161)135
Net change during the period(1,334)534(800)
Balances at March 31, 2026$(344)$(4,468)$(4,812)
Balances at December 31, 2024$391$1,026$1,417
Change in unrealized gains (losses) during the period366(2,230)(1,864)
Amount reclassified into income during the period20170190
Tax effect(90)483393
Net change during the period296(1,577)(1,281)
Balances at March 31, 2025$687$(551)$136

The effects on income before income taxes of amounts reclassified from AOCI to the condensed consolidated statements of operations were as follows:

Three Months EndedMarch 31,
20262025
(in thousands)
Reclassification of AOCI - Cash flow hedges
Revenues$(1,010)$179
Cost of revenues(91)(82)
Research and development(253)(217)
Sales and marketing(28)(20)
General and administrative(34)(30)
Total$(1,416)$(170)

There wasno reclassification of AOCI to other income (expense), net related to available-for-sale debt securities during the three months ended March 31, 2026, and animmaterial amount during the same period in 2025.

NOTE 4. Property and Equipment, Net

Property and equipment, net, consists of the following:

March 31,2026December 31,2025
(in thousands)
Computer equipment$190,185$189,173
Computer software26,23726,237
Leasehold improvements23,88923,751
Scanner appliances19,60619,234
Furniture, fixtures and equipment5,5215,262
Total property and equipment265,438263,657
Less: accumulated depreciation and amortization(243,457)(240,491)
Property and equipment, net$21,981$23,166

As of March 31, 2026 and December 31, 2025, physical scanner appliances and other computer equipment that are or will be subject to leases by customers had a net carrying value of $7.9 million and $8.6 million, respectively, including assets that had not been placed in service of $3.9 million and $4.2 million, respectively.

Depreciation and amortization expenses relating to property and equipment were $2.4 million and $3.5 million for the three months ended March 31, 2026 and 2025, respectively, which were mainly recorded in cost of revenues in the condensed consolidated statements of operations.

During the first quarter of 2026, the Company identified indicators of impairment related to certain property and equipment and recognized an immaterial impairment charge in cost of revenue in the condensed consolidated statement of operations.

NOTE 5. Revenue from Contracts with Customers

The Company records deferred revenue when cash payments are received or due in advance of its performance obligations offset by revenue recognized in the period. Revenues of $157.8 million and $142.7 million were recognized during the three months ended March 31, 2026 and 2025, respectively, which amounts were included in the deferred revenue balances of $417.4 million and $395.7 million as of December 31, 2025 and 2024, respectively.

The Company's payment terms vary by the type and location of its customers. The term between invoicing and when payment is due is not significant. In certain circumstances, based on the credit quality of the customer, the Company requires payment before the products or services are delivered to the customer.

The following table sets forth the expected revenue from all remaining performance obligations as of March 31, 2026:

(in thousands)
2026 (remaining nine months)$211,774
2027176,010
202869,401
20296,717
20302,339
2031 and thereafter194
Total$466,435

Revenues allocated to remaining performance obligations represents the transaction price of noncancelable orders for which service has not been performed, which include deferred revenue and the amounts that will be invoiced and recognized as revenues in future periods from open contracts and excludes unexercised renewals. The Company applied the short-term contract exemption to exclude the remaining performance obligations that are part of a contract that has an original expected duration of one year or less.

From time to time, the Company enters into contracts with customers that extend beyond one year, with certain of its customers electing to pay for more than one year of services upon contract execution. The Company concluded that these contracts did not contain a financing component.

Revenues by sales channel are as follows:

Three Months Ended
March 31,
20262025
(in thousands)
Direct$83,898$81,728
Partner91,74078,171
Total$175,638$159,899

The Company utilizes partners to enable and accelerate the adoption of its cloud platform by increasing its distribution capabilities and market awareness of its cloud platform as well as by targeting geographic regions outside the reach of its direct sales force. The Company's channel partners maintain relationships with their customers throughout the territories in which they operate and provide their customers with services and third-party solutions to help meet those customers’ evolving security and compliance requirements. As such, these partners may offer the Company's IT security and compliance solutions in conjunction with one or more of their own products or services and act as a conduit through which the Company can connect with these prospective customers to offer its solutions. For sales involving a channel partner, the channel partner engages with the prospective customer directly and involves the Company's sales team as needed to assist in developing and closing an order. When a channel partner secures a sale, the Company sells the associated subscription to the channel partner who in turn resells the subscription to the customer. Sales to channel partners are made at a discount and revenues are recorded at this discounted price over the subscription terms. The Company does not have any influence or specific knowledge of its partners' selling terms with their customers. See Note 11, “Segment and Geographic Area Information” for disaggregation of revenue by geographic area.

Deferred costs to obtain contracts are as follows:

March 31,2026December 31,2025
(in thousands)
Current$8,948$8,705
Noncurrent$17,784$17,560

For the three months ended March 31, 2026 and 2025, the Company recognized $2.4 million and $2.0 million, respectively, of amortization expense relating to deferred costs to obtain contracts in sales and marketing expense in the condensed consolidated statements of operations. During the same periods, there wasno impairment loss related to the deferred costs to obtain contracts.

As of December 31, 2024, the net carrying value of the Company’s accounts receivable, current deferred revenues, and noncurrent deferred revenues were $164.6 million, $371.5 million and $24.3 million, respectively.

NOTE 6. Intangible Assets, Net

Intangible assets consist primarily of developed technology and patent licenses acquired from business or asset acquisitions. Acquired intangibles are amortized on a straight-line basis over the respective estimated useful lives of the assets.

The carrying values of intangible assets are as follows:

(in thousands) · Weighted Average Life (Years) · Cost · Accumulated Amortization · Net Book Value
Developed technology4.6$40,141$(36,566)$3,575
Total intangibles subject to amortization$40,141$(36,566)$3,575
Intangible assets not subject to amortization40
Total intangible assets, net$3,615
(in thousands) · Weighted Average Life (Years) · Cost · Accumulated Amortization · Net Book Value
Developed technology4.6$40,141$(35,926)$4,215
Total intangibles subject to amortization$40,141$(35,926)$4,215
Intangible assets not subject to amortization40
Total intangible assets, net$4,255

Intangible asset amortization expense was $0.6 million and $0.6 million for the three months ended March 31, 2026 and 2025, respectively. Intangible asset amortization expenses were primarily recorded in cost of revenues in the condensed consolidated statements of operations.

As of March 31, 2026, the Company expects amortization expense in future periods to be as follows:

(in thousands)
2026 (remaining nine months)$1,837
20271,738
Total expected future amortization expense$3,575

NOTE 7. Leases

The Company leases certain offices, computer equipment and its shared cloud platform facilities under non-cancelable operating leases for varying periods through 2034. While under the Company's lease agreements the Company has options to extend its certain leases, the Company has not included renewal options in determining the lease terms for calculating its lease liabilities, as these options are not reasonably certain of being exercised. Lease expense was $3.2 million and $4.2 million for the three months ended March 31, 2026 and 2025, respectively.

Supplemental cash flow information related to operating leases was as follows:

Three Months EndedMarch 31,
20262025
(in thousands)
Cash payments included in the measurement of lease liabilities$3,007$3,616
Lease liabilities arising from obtaining right-of-use assets$2,666$3,226

The weighted average remaining lease term and the weighted average discount rate of the Company's operating leases were as follows:

March 31,2026December 31,2025
Weighted average remaining lease term (years)5.65.8
Weighted average discount rate7.9%8.0%

Maturities of the Company's operating lease liabilities as of March 31, 2026 are as follows:

(in thousands)
2026 (remaining nine months)$8,089
202713,073
202812,922
202911,254
20306,149
2031 and thereafter13,600
Total minimum lease payments65,087
Less: interest(12,858)
Present value of net minimum lease payments$52,229

The operating lease payments in the table above exclude approximately$4.1 million of legally binding minimum lease payments for a lease signed during the three months ended March 31, 2026 that has yet to commence.

NOTE 8. Commitments and Contingencies

Indemnifications

The Company from time to time enters into certain types of contracts that contingently require it to indemnify various parties against claims from third parties. These contracts primarily relate to (i) the Company's bylaws, under which it must indemnify directors and executive officers, and may indemnify other officers and employees, for liabilities arising out of their relationship, (ii) contracts under which the Company must indemnify directors and certain officers for liabilities arising out of their relationship, and (iii) contracts under which the Company may be required to indemnify customers or resellers from certain liabilities arising from potential infringement of intellectual property rights, as well as potential damages caused by limited product defects. To date, the Company has not incurred and has not recorded any liability in connection with such indemnifications.

The Company maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors.

NOTE 9. Stockholders' Equity and Stock-based Compensation

Equity Incentive Plans

Restated 2012 Equity Incentive Plan

On June 8, 2022 (“Effective Date”), the Company's stockholders approved the Amended and Restated 2012 Equity Incentive Plan (the “Restated 2012 Plan”). Under the Restated 2012 Plan, the Company is authorized to grant to eligible participants incentive stock options, nonstatutory stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, performance units and performance shares. Pursuant to the relevant plan provisions,3,072 thousand shares were available for grant under the Restated 2012 Plan on the Effective Date. In addition, any outstanding awards or options granted under the previous version of the 2012 Equity Incentive Plan (“Previous 2012 Plan”) will be added back to the shares available for grant under the Restated 2012 Plan if they expire unexercised or are otherwise forfeited after the Effective Date. Any remaining shares available for grant under the Previous 2012 Plan as of the Effective Date were no longer available for future grants under the Restated 2012 Plan.

On June 12, 2024, the Company's stockholders approved an amendment and restatement to the Restated 2012 Plan to increase the number of shares of the Company's common stock reserved for issuance by 1,092 thousand shares.

As of March 31, 2026,1,487 thousand shares are available for future grants under the Restated 2012 Plan.

2021 Employee Stock Purchase Plan

On June 9, 2021, the Company’s stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”). A total of 600 thousand shares were authorized for issuance to eligible participating employees upon adoption of the ESPP. The ESPP provides for consecutive 6-month offering periods beginning on or about August 16 and February 16 of each year. Eligible employees who elect to participate can contribute from 1% to 15% of their eligible compensation through payroll withholding. During any offering period, contribution rates cannot be changed. However, eligible employees may withdraw from the current offering period. Any contributions made prior to each purchase date in the case of withdrawal or termination of employment will be refunded. On each purchase date, eligible participating employees will purchase the shares at a price per share equal to 85% of the lesser of (i) the fair market value of the Company's stock on the first trading day of the offering period or (ii) the fair market value of the Company's stock on the purchase date (i.e., the last trading day of the offering period).

During the three months ended March 31, 2026,43 thousand shares were issued in connection with the purchase of common stock by participating employees. As of March 31, 2026,328 thousand shares were available for future purchase.

Stock Options

Stock options granted under the Restated 2012 Plan and Previous 2012 Plan (collectively, the “Plans”) generally vest based on continued service over four years and expireten years from the date of grant.

A summary of the Company’s stock option activity during thethree months ended March 31, 2026 is as follows:

Outstanding OptionsWeighted Average ExercisePriceWeighted Average RemainingContractual LifeAggregate Intrinsic Value
(in thousands) · (Years) · (in thousands)
Balance as of December 31, 20251,186$127.507.0$13,453
Granted62$127.52
Exercised(10)$33.24
Canceled(23)$136.49
Balance as of March 31, 20261,215$128.096.9$1,252
Vested and expected to vest as of March 31, 20261,107$127.546.7$1,252
Exercisable as of March 31, 2026774$124.195.8$1,252

Restricted Stock Units

RSUs granted under the Plans generally only contain a service-based vesting condition that is typically satisfied over four years.

The Company, at times, grants performance-based restricted stock units (“PRSU”) under the Plans, to its executive officers and certain other members of its senior leadership team. These PRSUs include both service-based and performance-based vesting conditions. During the fourth quarter each year, the Company’s board of directors (the “Board”) or the Compensation and Talent Committee (“CTC”) approves the target value for the PRSUs. The target PRSUs are scheduled to vest inthree equal annual installments over athree-year period, beginning the year after approval. The performance-based vesting condition is satisfied upon the achievement of certain Company annual performance metrics, including revenue growth and adjusted EBITDA margin, which are approved annually by the Board or the CTC. Each annual installments at 200% of the annual target will be considered granted when the performance metrics for the corresponding performance year is determined and approved. The actual number of the PRSUs earned and eligible to vest ranges from 0% to 200% of the annual target, based on the weighted-average achievement of such Company annual performance metrics set for the corresponding annual performance period. Up to 100% of the first and second installment will vest and be released upon completion of the respective performance period following the certification by the Audit and Risk Committee (“ARC”), with cumulative achievement over 100%, if any, to be vested and released at the end of the third year performance period, along with the third installment, following the certification by the ARC. Under the Plan, any unvested PRSU award may be accelerated in part or in full upon the occurrence of certain events, such as death or disability, or a change in control, as defined in the grant agreement.

A summary of the Company’s RSU activity, inclusive of PRSU activity, during thethree months ended March 31, 2026 is as follows:

Outstanding RSUs · Weighted Average Grant Date Fair ValuePer Share
(in thousands)
Balance as of December 31, 20251,148(1)$133.74
Granted242(2)$127.52
Vested(182)(3)$137.56
Forfeited(86)(4)$138.74
Balance as of March 31, 20261,122(5)$131.39
Outstanding and expected to vest as of March 31, 2026863$131.58

(1)Included 165 thousand PRSUs granted to certain executive officers in 2025, 2024 and 2022.

(2)Included 201 thousand PRSUs granted to certain executive officers in the three months ended March 31, 2026.

(3)Included 91 thousand PRSUs granted to certain executive officers in 2025 and 2022.

(4)Included 53 thousand PRSUs granted to certain executive officers in 2025.

(5)Included 222 thousand PRSUs granted to certain executive officers in 2026, 2025 and 2024.

Stock-based Compensation

The following table shows a summary of the stock-based compensation expenses included in the condensed consolidated statements of operations:

Three Months EndedMarch 31,
20262025
(in thousands)
Cost of revenues$2,061$2,090
Research and development4,6085,104
Sales and marketing4,1893,200
General and administrative8,4828,426
Total stock-based compensation, net of amounts capitalized (1)$19,340$18,820

(1)Total stock-based compensation expense capitalized was de minimis during the three months ended March 31, 2026 and 2025.

Of the total stock-based compensation expense in the table above, the Company recognized stock-based compensation expenses related to all PRSUs of $3.4 million and $3.3 million during the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the Company had unrecognized stock-based compensation expenses of $14.6 million, $86.1 million, $12.5 million, and $0.8 million related to options, RSUs, PRSUs, and ESPP purchase rights, respectively, which are expected to be recognized over weighted-average periods of 2.5 years,2.7 years,0.9 years, and 0.4 years, respectively.

Share Repurchase Program

The Company's share repurchase program was authorized by the board of directors as follows:

Announcement DateAuthorized Dollar Value
(in millions)
February 12, 2018$100.0
October 30, 2018100.0
October 30, 2019100.0
May 7, 2020100.0
February 10, 2021100.0
November 3, 2021200.0
May 4, 2022200.0
February 9, 2023100.0
February 7, 2024200.0
February 6, 2025200.0
February 5, 2026200.0
Total as of March 31, 2026$1,600.0

Shares may be repurchased from time to time on the open market in accordance with Rule 10b-18 of the Exchange Act of 1934, including pursuant to a pre-set trading plan adopted in accordance with Rule 10b5-1 under the Exchange Act. All share repurchases have been made using cash resources. Repurchased shares are retired and reclassified as authorized and unissued shares of common stock. On retirement of the repurchased shares, common stock is reduced by an amount equal to the number of shares being retired multiplied by the par value. The excess amount that is retired over its par value is first allocated as a reduction to additional paid-in capital based on the original cost of additional paid-in capital per share of identified issuances. The remaining amount is allocated to accumulated deficit.

During the three months ended March 31, 2026 and 2025, the Company repurchased 505 thousand shares and 292 thousand shares of its common stock for approximately$53.9 millionand $39.6 million, respectively. As of March 31, 2026, approximately $306.6 million remained available for share repurchases pursuant to the Company's share repurchase program.

During the three months ended March 31, 2026 and 2025, the Company made no excise tax payments on stock repurchases, net of issuances. As of March 31, 2026 and December 31, 2025, excise tax payable on stock repurchases, net of issuances was$1.4 million and$1.0 million, respectively.

NOTE 10. Income Taxes

The Company's income tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period.

The Company's quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several factors, including variability in pretax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company does business, tax law developments and possible outcomes of audits. The Company's estimated effective tax rate for the year differs from the U.S. statutory rate of 21% primarily due to non-deductible stock-based compensation expense, state taxes, the benefit of U.S. federal income tax credits, enacted tax legislation, and the benefits related to the Foreign-Derived Deduction-Eligible Income (“FDDEI”) Deduction.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. Beginning in 2026, the OBBBA changes to the FDDEI deduction and Net CFC Tested Income (“NCTI”) became effective. The Company has recognized the effects of these OBBBA provisions in its financial results for the three months ended March 31, 2026.

The Company recorded an income tax provision of $14.3 million and $10.8 million for the three months ended March 31, 2026 and 2025, respectively, resulting in an effective tax rate of 22.1% and 18.5%, respectively. The increase in income tax provision for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, was primarily due to an increase in non-deductible stock-based compensation, a decrease in the federal R&D credit, and an increase in tax expense arising from discrete adjustments in the period, partially offset by the increase in the tax benefit from FDDEI rules that became effective in 2026 under OBBBA.

NOTE 11. Segment and Geographic Area Information

Under ASC 280 Segment Reporting, operating segments are defined as components of an entity about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates inone operating segment and has onlyone reportable segment. The Company’s chief operating decision maker is the Chief Executive Officer, who makes operating decisions, assesses performance and allocates resources on a consolidated basis. All of the Company’s principal operations and decision-making functions are located in the United States.

The key measure of segment profit or loss that the CODM uses to allocate resources and in assessing performance is the Company’s consolidated net income, as reported on the Condensed Consolidated Statements of Operations. The CODM uses net income to monitor actual results against budgeted and prior period operating results for the purpose of evaluating operational efficiency, and to evaluate income generated from the assets in making strategic decisions on organizational resource allocation, as well as to benchmark segment performance against industry competitors.

The CODM manages the business using consolidated expense information. The following table sets forth the Company's reported segment revenue, segment profit or loss, and significant segment expenses:

Three Months EndedMarch 31,
20262025
(in thousands)
Revenues$175,638$159,899
Less: Significant segment expenses
Cost of revenues (exclusive of stock-based compensation and amortization of intangible assets)27,28926,196
Research and development (exclusive of stock-based compensation and amortization of intangible assets)24,41224,050
Sales and marketing (exclusive of stock-based compensation)34,57129,460
General and administrative (exclusive of stock-based compensation)8,5018,978
Add: Other segment items (1)(2,071)317
Less: Stock-based compensation19,34018,820
Less: Amortization of intangible assets640640
Add: Interest income6,1766,235
Less: Income tax provision14,34710,773
Condensed consolidated net income$50,643$47,534

(1)Other segment items included in segment net income includes interest expense, realized and unrealized gain/loss on foreign exchange transactions, and impairment of non-marketable securities.

Revenue by geographic area, based on the customer's billing address, is as follows:

Three Months EndedMarch 31,
20262025
(in thousands)
United States$96,760$91,227
Foreign78,87868,672
Total revenues$175,638$159,899

The measure of segment assets is reported on the balance sheet as total consolidated assets. Long-lived assets, which consist of Property and equipment, net and Operating leases - right of use asset, by geographic area, are as follows:

March 31,2026December 31,2025
(in thousands)
United States$47,802$50,183
India18,87016,937
Rest of world1,9602,047
Total long-lived assets$68,632$69,167

NOTE 12. Net Income Per Share

The computations for basic and diluted net income per share are as follows:

Three Months EndedMarch 31,
20262025
(in thousands, except per share data)
Numerator:
Net income$50,643$47,534
Denominator:
Basic weighted average shares35,60836,466
Effect of potentially dilutive shares:
Stock options39210
Restricted stock units24103
Employee stock purchase plan85
Diluted weighted average shares35,67936,784
Net income per share:
Basic$1.42$1.30
Diluted$1.42$1.29

Potentially dilutive shares not included in the calculation of diluted net income per share because doing so would be anti-dilutive are as follows:

Three Months EndedMarch 31,
20262025
(in thousands)
Stock options1,021813
Restricted stock units612220
Employee stock purchase plan—1
Total anti-dilutive shares1,6331,034
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.