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OOMA INC

For the period ended Oct 31, 2025. Filed Dec 9, 2025.

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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.

Oct 31, 2025 · Filed Dec 9, 2025

OOMA$17.81-2.0%Stored close · as of Nov 10, 2026

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Notes to Condensed Consolidated Financial Statements

Note 1: Overview and Basis of Presentation

Ooma, Inc. and its wholly-owned subsidiaries (collectively, “Ooma” or the “Company”) provides leading communications services and related technologies for businesses and consumers, delivered from its smart SaaS and unified communications platforms. The Company is headquartered in Sunnyvale, California.

Fiscal Year. The Company’s fiscal year ends on January 31. References to fiscal 2026 and fiscal 2025 refer to the fiscal years ended January 31, 2026 and January 31, 2025, respectively.

Basis of Presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet as of January 31, 2025 included herein was derived from the audited financial statements as of that date, but does not include all the disclosures required by GAAP. Therefore, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2025 filed with the SEC on April 1, 2025 (“Annual Report”).

The accompanying condensed consolidated financial statements reflect all normal recurring adjustments that management believes are necessary for a fair presentation of the interim periods presented. The results for the three and nine months ended October 31, 2025 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending January 31, 2026.

Principles of Consolidation. The condensed consolidated financial statements include the accounts of Ooma, Inc. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Comprehensive Income (Loss). For all periods presented, comprehensive income (loss) approximated net loss in the condensed consolidated statements of operations and differences were not material. Therefore, the condensed consolidated statements of comprehensive income (loss) have been omitted.

Segment Reporting. The chief operating decision maker ("CODM") for the Company is thechief executive officer, who reviews the Company’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, management has determined that the Company operates in asingle reportable segment.

Revenue was principally derived from customers located in the United States for all periods presented, with a small portion attributable to customers located in Canada and other countries. Long-lived assets located outside of the United States were not significant.

Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, those related to revenue recognition, inventory valuation, deferred sales commissions, valuation of goodwill and intangible assets, operating lease assets and liabilities, regulatory fees and indirect tax accruals, loss contingencies, stock-based compensation and income taxes (including valuation allowances). The Company bases its estimates and assumptions on historical experience, where applicable, and other factors that it believes to be reasonable under the circumstances. These estimates are based on information available as of the date of the consolidated financial statements, and assumptions are inherently subjective in nature. Therefore, actual results could differ from management’s estimates.

Significant Accounting Policies. There have been no material changes to the Company’s significant accounting policies from those disclosed in the Annual Report.

Recent Accounting Pronouncements Not Yet Adopted. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation, provide information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid. The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

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, which requires disaggregation of certain costs in a separate note to the financial statements, such as the amounts of employee compensation, depreciation and intangible asset amortization, included in each relevant expense caption in annual and interim consolidated financial statements. The ASU also requires disclosure of the total amount of selling expenses and our definition of selling expenses. The standard is effective for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027 on a retrospective or prospective basis, with early adoption permitted. The Company is evaluating the new standard.

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, providing a practical expedient to calculating current expected credit losses for current accounts receivable and contract assets by assuming that the current conditions as of the balance sheet date will not change for the remaining life of the asset. This update is effective for annual reporting periods beginning after December 15, 2025 and for interim periods within those annual periods, and is applied prospectively. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and 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 all references to software development project stages so that the guidance is neutral to different software development methods. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Note 2: Revenue and Deferred Revenue

The Company derives its revenue fromtwo sources:

Subscription and Services Revenue is derived from recurring subscription fees related to service plans such as Ooma Business, Ooma Residential and other communications services. Service plans are generally sold as monthly subscriptions; however, certain plans are also offered as annual or multi-year subscriptions. Subscription revenue is generally recognized ratably over the contractual service term. A small portion of revenue is recognized on a point-in-time basis from services such as: prepaid international calls, and advertisements displayed through the Talkatone mobile application.

Product and Other Revenue is generated primarily from the sale of on-premise devices and end-point devices, including Ooma AirDial, and to a lesser extent from porting fees that enable customers to transfer their existing phone numbers. The Company recognizes product and other revenue from sales to direct end-customers and channel partners at the point-in-time that control is transferred.

Revenue disaggregated by revenue source consisted of the following (in thousands):

Three Months EndedNine Months Ended
October 31,2025October 31,2024October 31,2025October 31,2024
Subscription and services revenue$61,953$60,135$183,351$178,090
Product and other revenue5,6724,99215,66713,665
Total revenue$67,625$65,127$199,018$191,755

The Company derived approximately 63% and 62% of its total revenue from Ooma Business, and approximately 35% and 36% from Ooma Residential, for the three months ended October 31, 2025 and 2024, respectively. The Company derived approximately 63% and 61% of its total revenue from Ooma Business and approximately 35% and 36% from Ooma Residential for the nine months ended October 31, 2025 and 2024, respectively. No individual country outside of the United States, andno single customer, represented 10% or more of total revenue for the periods presented.

Customers who represented 10% or more of net accounts receivable were as follows:

As of
October 31,2025January 31,2025
Customer A—23%

Deferred Revenue primarily consists of billings or payments received in advance of meeting revenue recognition criteria. Deferred services revenue is recognized on a ratable basis over the term of the contract as the services are provided.

As of
October 31,2025January 31,2025
Subscription and services$16,436$16,601
Product and other5508
Total deferred revenue$16,98616,609
Less: current deferred revenue16,96916,586
Deferred revenue, non-current$17$23

During the three and nine months ended October 31, 2025, the Company recognized revenue of approximately $1.8 million and $15.6 million, respectively pertaining to amounts deferred as of January 31, 2025. As of October 31, 2025, deferred revenue was primarily composed of subscription contracts invoiced during the first nine months of fiscal 2026, as well as amounts recorded during fiscal 2025 for annual contracts.

Remaining Performance Obligations. As of October 31, 2025, contract revenue that had not yet been recognized for open contracts with an original expected length of greater than one year was approximately $42.8 million. The Company expects to recognize revenue on approximately 45% of this amount over the next 12 months, with the balance to be recognized thereafter.

Note 3: Fair Value Measurements

The Company estimates and categorizes fair value by applying the following hierarchy:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2: Observable prices based on inputs not quoted in active markets but are corroborated by market data.

Level 3: Unobservable inputs that are supported by little or no market activity.

The Company had$21.7 million and$17.9 million in cash and cash equivalents as of October 31, 2025 and January 31, 2025, respectively.

Non-Marketable Equity Investments. As of October 31, 2025, the total amount of non-marketable equity investments in privately held companies included in other assets in the Company's condensed consolidated balance sheets was $3.3 million. This balance represents investments in preferred shares of Global Telecom Corporation (“GTC”), a privately-held technology company.

The Company’s non-marketable equity investments do not have readily determinable fair values. Under the measurement alternative election, the Company accounts for these non-marketable equity securities at cost and remeasures to fair value upon observable price changes in orderly transactions for the identical or similar investment of the same issuer or upon impairment. These investments are not eligible for the net-asset-value practical expedient from fair value measurement. The measurement alternative election is reassessed each reporting period to determine whether the non-marketable equity investments continue to be eligible for this election. The Company classifies these non-marketable equity investments as Level 3 within the fair value hierarchy.

Note 4: Balance Sheet Components

The following sections and tables provide details of selected balance sheet items (in thousands):

Inventories

As of
October 31,2025January 31,2025
Finished goods$11,753$9,156
Raw materials3,5343,912
Total inventory$15,287$13,068

Other current and non-current assets

As of
October 31,2025January 31,2025
Deferred sales commissions, current$9,462$9,301
Prepaid expenses and other5,6665,613
Other current assets3,2852,284
Total other current assets$18,413$17,198
Deferred sales commissions, non-current$14,963$14,635
Other assets5,5085,837
Total other non-current assets$20,471$20,472

Customer Acquisition Costs. Amortization of deferred sales commissions was $2.7 million and $2.5 million for the three months ended October 31, 2025 and 2024, respectively, and $7.8 million and $7.3 million for the nine months ended October 31, 2025 and 2024, respectively.

Global Telecom Corporation. In December 2018, the Company invested $1.3 million in cash in GTC in exchange for a convertible promissory note that will convert to shares of GTC stock upon the occurrence of certain future events. As amended, the promissory note and accrued interest was due and payable upon the Company’s demand at any time after June 30, 2023. GTC was a variable interest entity for accounting purposes and the Company did not consolidate GTC into its financial statements because the Company was not the primary beneficiary.

On March 8, 2024 ("Financing Date"), GTC completed an equity financing which qualified as a conversion event under the convertible promissory note. As of the Financing Date, the carrying value of the convertible promissory note of $2.3 million, including accrued interest, was converted to 8.2 million shares of preferred stock of GTC. Upon the conversion event, GTC is no longer a variable interest entity for accounting purposes. The Company recorded a gain on note conversion of $1.0 million to other incomein the condensed consolidated statements of operations for the three months ended April 30, 2024. The Company recorded the fair value of GTC preferred stock of $3.3 million as of both October 31, 2025 and January 31, 2025 to other assets in the condensed consolidated balance sheets.

Accrued expenses and other current liabilities

As of
October 31,2025January 31,2025
Payroll and related expenses$12,288$15,415
Regulatory fees and taxes6,1365,371
Short-term operating lease liabilities4,2113,713
Customer-related liabilities1,7691,401
Other3,9063,167
Total accrued expenses and other current liabilities$28,310$29,067

Note 5: Acquired Intangible Assets

The gross value, accumulated amortization and carrying values of acquired intangible assets were as follows (in thousands):

As of October 31, 2025 · As of January 31, 2025
Estimated life(in years)Gross ValueAccumulated AmortizationCarryingValueGross ValueAccumulated AmortizationCarryingValue
Developed technology2-7$20,618$(7,562)$13,056$20,618$(5,591)$15,027
Customer relationships5-716,545(12,228)4,31716,545(10,131)6,414
Trade names2-51,685(1,091)5941,685(942)743
Total intangible assets$38,848$(20,881)$17,967$38,848$(16,664)$22,184

Amortization expense was $1.4 million for the three months ended October 31, 2025 and 2024, respectively, and was$4.2 million and $4.4 million for each of the nine months ended October 31, 2025 and 2024, respectively.

At October 31, 2025, the estimated future amortization expense for intangible assets is as follows (in thousands):

Fiscal Years Ending January 31,Total
2026 remainder$1,406
20275,068
20283,950
20293,030
20302,629
Thereafter1,884
Total$17,967

Note 6: Operating Leases

The Company leases its headquarters located in Sunnyvale, California, as well as office space and data center facilities in several locations under non-cancelable operating lease agreements, with expiration dates through fiscal 2033.

Supplemental balance sheet information related to leases was as follows (in thousands):

As of
October 31,2025January 31,2025
Assets
Operating lease right-of-use assets$14,234$15,311
Total leased assets$14,234$15,311
Liabilities
Short-term operating lease liabilities$4,211$3,713
Long-term operating lease liabilities11,02112,234
Total lease liabilities$15,232$15,947
Weighted-average remaining lease term4.6 years5.2 years
Weighted-average discount rate6.4%6.3%

Operating lease right-of-use assets and long-term operating lease liabilities are included on the face of the consolidated balance sheet. Short-term operating lease liabilities are presented within accrued expenses and other current liabilities.

The Company incurred total lease costs in its condensed consolidated statements of operations of $1.8 million and $1.6 million for the three months ended October 31, 2025 and 2024, respectively, and $5.3 million and $4.8 million for the nine months ended October 31, 2025 and 2024, respectively.

Supplemental cash flow information related to leases was as follows (in thousands):

Three Months EndedNine Months Ended
October 31,2025October 31,2024October 31,2025October 31,2024
Cash payments for operating leases$966$962$2,855$2,871
Right-of-use assets recognized in exchange for new operating lease obligations$289$269$1,393$579

As of October 31, 2025, maturities of operating lease liabilities were as follows (in thousands):

Fiscal Years Ending January 31,October 31, 2025
2026 remainder$1,023
20274,405
20284,222
20293,366
20301,522
Thereafter3,390
Total future minimum lease payments17,928
Less: imputed interest(2,696)
Present value of lease liabilities$15,232

Note 7: Stockholders’ Equity

The Company has a stock-based compensation plan, the 2015 Equity Incentive Plan (the “EIP”), pursuant to which it has granted incentive and nonstatutory stock options and restricted stock units. Additionally, the Company's 2015 Employee Stock Purchase Plan (the “ESPP”) allows eligible employees to purchase shares of common stock at a discounted price through payroll deductions.

On June 5, 2025, our stockholders approved the amended and restated EIP. The EIP was amended to extend the term for 10 years, remove the evergreen provision, and increase the number of shares authorized for issuance by 330,000, among other items. Additionally, on June 5, 2025, our stockholders approved the amended and restated ESPP. The ESPP was amended to eliminate the term of thereof so that the ESPP will not expire, remove the evergreen provision, and increase the number of shares authorized for issuance by 795,144, among other items.

Stock Options. Stock option activity for the nine months ended October 31, 2025 was as follows:

Weighted-Average · Aggregate
SharesExercise PriceIntrinsic Value
(in thousands)Per Share(in thousands)
Balance as of January 31, 2025653$13.14$1,325
Granted23$12.90
Exercised(83)$9.53
Canceled(47)$14.96
Balance as of October 31, 2025546$13.53$157
Vested and exercisable as of October 31, 2025511$13.48$157

The aggregate intrinsic value of vested options exercised during the nine months ended October 31, 2025 and 2024 was$0.4 million and $0.8 million, respectively. During the nine months ended October 31, 2025, the Company granted 23,000 stock options with a $6.31 per share weighted average fair value. During the nine months ended October 31, 2024, no stock options were granted.

Restricted Stock Units. RSU activity for thenine months ended October 31, 2025 was as follows:

Shares(in thousands)Weighted-AverageGrant Date FairValue Per Share
Balance as of January 31, 20251,856$11.44
Granted1,128$13.71
Vested(892)$12.37
Canceled(20)$11.89
Balance as of October 31, 20252,072$12.27

Vested RSUs included shares of common stock that the Company withheld on behalf of certain employees to satisfy the minimum statutory tax withholding requirements, as defined by the Company. The Company canceled and returned these shares to the 2015 Plan, which became available under the plan terms for future issuance.

Employee Stock Purchase Plan. During each of the nine months ended October 31, 2025 and 2024, employees purchased 0.3 million shares at a weighted-average price of$7.53 per share and$7.35 per share, respectively.

Stock Repurchase Plan. In fiscal 2025, the Company's Board of Directors authorized a stock repurchase plan for repurchasing up to $14.0 million of the Company's common stock. The Company repurchased in the open market 215,493 shares and 105,994 shares of common stock for an aggregate amount of$2.8 million and$1.2 million for the three months ended October 31, 2025 and 2024, respectively, and 627,287 shares and 204,209 shares of common stock for an aggregate amount of$8.2 million and$2.0 million for the nine months ended October 31, 2025 and 2024, respectively. As of October 31, 2025, approximately $1.4 million remained authorized and available under the Company’s share repurchase plan for future share repurchases.

The purchase price for shares of common stock repurchased is reflected as a reduction to common stock and additional paid-in capital.

Note 8: Stock-Based Compensation

Total stock-based compensation expense recognized in the condensed consolidated statements of operations was as follows (in thousands):

Three Months EndedNine Months Ended
October 31,2025October 31,2024October 31,2025October 31,2024
Cost of revenue$245$243$698$784
Sales and marketing4909701,6452,949
Research and development1,0221,3823,1204,122
General and administrative2,0051,9225,8705,620
Total stock-based compensation expense$3,762$4,517$11,333$13,475

As of October 31, 2025, there was $23.6 million of unrecognized compensation expense related to unvested RSUs, stock options and stock purchase rights under the ESPP, which is expected to be recognized over a weighted-average vesting period of approximately 2.5 years.

Note 9: Income Taxes

The Company recorded an income tax provision of $0.1 million and $0.2 million during the three and nine months ended October 31, 2025, respectively, and an income tax provision of $0.1 million and $0.9 million during the three and nine months ended October 31, 2024, respectively. The Company recorded an income tax benefit during the second quarter of fiscal 2026 which was primarily attributable to federal and state income taxes and tax law changes that occurred during the quarter. As of October 31, 2025, the Company continued to maintain a full valuation allowance against its remaining deferred tax assets.

As of October 31, 2025, the Company had unrecognized tax benefits of approximately $13.1 million, none of which would currently affect the Company's effective tax rate if recognized due to the Company's deferred tax assets being fully offset by a valuation allowance. The Company does not anticipate that the amount of unrecognized tax benefits relating to tax positions existing at October 31, 2025 will significantly increase or decrease within the next twelve months. There wereno interest expense or penalties related to unrecognized tax benefits recorded through October 31, 2025.

On July 4, 2025, the United States Congress passed the budget reconciliation bill H.R. 1, commonly referred to as the One Big Beautiful Bill Act ("OBBBA"). The OBBBA makes permanent many of the provisions previously enacted as part of the 2017 Tax Cut and Jobs Act that were set to expire at the end of 2025 and includes other changes to certain U.S. corporate tax provisions. The changes to U.S. tax law that were enacted under the OBBBA include modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. The Company is currently evaluating the provisions of the OBBBA and assessing its potential effects on its financial position, results of operations, and cash flows, including the expected tax benefits that may arise from the implementation of this new law.

A number of years may elapse before an uncertain tax position is audited and finally resolved. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, the Company believes that its reserves for income taxes reflect the most likely outcome. The Company adjusts these reserves, as well as the related interest, in light of changing facts and circumstances. Settlement of any particular position could require the use of cash.

Note 10: Basic and Diluted Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share of common stock (in thousands, except share and per share data):

Three Months EndedNine Months Ended
October 31,2025October 31,2024October 31,2025October 31,2024
Numerator
Net income (loss)$1,393$(2,364)$2,507$(6,640)
Denominator
Basic weighted average common shares27,621,27626,837,59427,530,58226,547,389
Potentially dilutive shares from equity plans383,930—668,937—
Diluted weighted-average common shares28,005,20626,837,59428,199,51926,547,389
Basic net income (loss) per share$0.05$(0.09)$0.09$(0.25)
Diluted net income (loss) per share$0.05$(0.09)$0.09$(0.25)

Potentially dilutive securities of approximately 0.6 million and 0.5 million for the three and nine months ended October 31, 2024, respectively, were excluded from the computation of diluted net loss per share as their inclusion would have been anti-dilutive. These shares included the Company’s outstanding RSUs, outstanding stock options and stock purchase rights under the ESPP at the end of the respective period.

Note 11: Commitments and Contingencies

Purchase Commitments

As of October 31, 2025 and January 31, 2025, non-cancelable inventory purchase commitments to contract manufacturers and other parties were approximately $14.5 million and $6.2 million, respectively. Additionally, the Company has a non-cancelable service agreement with a telecommunications provider pursuant to which the Company is obligated to total minimum purchase commitments of $10.2 million between March 2025 and February 2029, of which $8.6 million was outstanding as of October 31, 2025.

Legal Proceedings

In addition to the litigation matters described below, from time to time, the Company may be involved in a variety of other claims, lawsuits, investigations, and proceedings relating to contractual disputes, intellectual property rights, employment matters, regulatory compliance matters, and other litigation matters relating to various claims that arise in the normal course of business. Defending such proceedings is costly and can impose a significant burden on management and employees. The Company may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained.

The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing specific litigation and regulatory matters using reasonably available information. The Company develops its views on estimated losses in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, assuming various combinations of appropriate litigation and settlement strategies. Legal fees are expensed in the period in which they are incurred. As of October 31, 2025, the Company didnot have any accrued liabilities recorded for loss contingencies in its consolidated financial statements.

Canadian Litigation

On February 3, 2021, plaintiff Fiona Chiu filed a class action complaint against the Company and Ooma Canada Inc. in the Federal Court of Canada, alleging violations of Canada’s Trademarks Act and Competition Act. The complaint seeks monetary and other damages and/or injunctive relief enjoining the Company from describing and marketing its Basic Home Phone using the word “free” or otherwise representing that it is free. On November 9, 2021, the Federal Court of Canada removed Ms. Chiu and substituted John Zanin as the new plaintiff in the proceeding. In connection with the substitution of Mr. Zanin as the new plaintiff, the Federal Court of Canada deemed the proceeding as having commenced on November 8, 2021 instead of February 3, 2021. In January 2022, the Federal Court of Canada heard arguments from counsel representing each of the Company and Mr. Zanin regarding jurisdiction and class action certification issues. In January 2025, the Federal Court of Canada ruled in favor of the Company by denying class action certification and compelling individual arbitration in California; however, plaintiff’s counsel has since filed an appeal of certain portions of the judgment in Canada and filed a related complaint in California seeking a declaratory judgment that the arbitration agreement in the Company’s terms of services is invalid and unenforceable. On June 5, 2025, the proceedings related to the complaint filed in California were stayed pending the resolution of the Canadian appeal. The Company intends to continue to defend itself vigorously against these complaints. Based on the Company’s current knowledge, the Company has determined that the amount of any reasonably possible loss resulting from these matters is not estimable.

Bachhuber Litigation

On September 3, 2025, plaintiff Kevin Bachhuber filed a putative class action complaint against the Company in the U.S. District Court for the Northern District of California, alleging violations of the Telephone Consumer Protection Act of 1991 or TCPA (the "Bachhuber Litigation"). The complaint seeks damages of $500 per violation, or $1,500 per willful violation, of the TCPA and injunctive relief. On November 6, 2025, the Company filed a motion to compel arbitration on an individual basis and stay the court proceedings pending resolution of the arbitration. Based on the Company’s current knowledge, the Company has determined that the amount of any loss resulting from the Bachhuber Litigation is not estimable.

Indemnification

The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for certain losses suffered or incurred by the indemnified party. In some cases, the term of these indemnification agreements is perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future but have not yet been made.

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has director and officer insurance coverage that reduces the Company’s exposure and enables the Company to recover a portion of any future amounts paid. To date the Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date.

Note 12: Financing Arrangements

Revolving Credit Facility

On October 20, 2023, the Company, as borrower, entered into a three-year secured credit agreement (“2023 Credit Agreement”) with Citizens Bank N.A., as Administrative Agent (“Agent”) and lender. The Credit Agreement provided for a secured revolving credit facility under which the Company could borrow up to an aggregate amount of $30.0 million, which included a $10.0 million sub-facility for letters of credit and could be increased up to an aggregate amount of $50.0 million, subject to certain conditions. As of October 31, 2025, the Company had zero outstanding borrowings and was in compliance with all loan covenants.

Any loans under the 2023 Credit Agreement would bear interest, at the Company’s option, at either a rate equal to the Alternate Base Rate plus the Applicable Margin (as defined in the 2023 Credit Agreement) or Term Secure Overnight Financing Rate ("SOFR") plus the Applicable Margin (as defined in the 2023 Credit Agreement). The Alternate Base Rate is the highest of (i) the Agent’s prime rate, (ii) the federal funds effective rate plus 0.50%per annum, and (iii) the Daily SOFR rate plus 1.00% per annum. The SOFR Rate is a rate equal to the secured overnight financing rate as published by the SOFR Administrator and displayed on CME Group Benchmark Administration Limited’s Market Data Platform. The

Applicable Margin for Alternative Base Rate Loans is 1.25% and the Applicable Margin for the SOFR Loans is 2.00%. Upon the occurrence of any event of default under the 2023 Credit Agreement, the interest rate on the borrowings increases by 5.00%. Under the terms of the 2023 Credit Agreement, the Company was required to pay a commitment fee on the unused portion of the secured revolving credit facility of 0.25% per annum.

On December 1, 2025, the Company entered into an amendment to the 2023 Credit Agreement (as so amended, the “Credit Agreement") with Citizens Bank, N.A., the terms of which replace and supersede the terms of the 2023 Credit Agreement. The Credit Agreement has afive-year term and provides for a term loan facility of up to $65.0 million and a revolving credit facility of up to $10.0 million. In connection with entering into the Credit Agreement, the Company borrowed $45.0 million as a term loan maturing on the December 1, 2030 (the “Maturity Date”). The remaining $20.0 million of the term loan facility under the Credit Agreement may, subject to the satisfaction of certain conditions precedent, be borrowed by the Company no later than 90 days after the amendment closing date as an additional term loan maturing on the Maturity Date. The Company used the proceeds of initial term loan to finance the acquisition of FluentStream Corp. (“FluentStream”) (see Note 14: Subsequent Events) and intends to use the proceeds from future borrowings thereunder to fund other potential acquisitions, working capital, and other general corporate purposes.

The Credit Agreement includes customary covenants, including financial covenants requiring the Company to maintain specified leverage and fixed-charge coverage ratios, as well as minimum liquidity levels. The Credit Agreement also contains customary events of default.

Note 13: Segment Information

The Company has asingle reportable segment. The CODM uses consolidated net income (loss) for purposes of allocating resources and evaluating financial performance, including monitoring actual results versus historical periods. Adjusted cost of revenue, adjusted sales and marketing, adjusted research and development and adjusted general and administrative expenses are considered significant segment expenses that are regularly provided to the CODM and included within consolidated net income (loss). The measure of segment assets is the total assets on the Company’s consolidated balance sheets. Capital expenditures are reported on a consolidated basis on the Company’s consolidated statements of cash flows. The following tables include the Company's segment revenue, significant segment expenses, and other segment items to reconcile to net income (loss) (in thousands):

Three Months Ended October 31,Nine Months Ended October 31,
2025202420252024
Revenue from external customers$67,625$65,127$199,018$191,755
Less:
Cost of revenue (1)25,87624,86274,94272,559
Sales and marketing (1)17,88517,48354,16652,802
Research and development (1)10,81912,07433,57936,264
General and administrative (1)5,4796,06916,92816,929
Other segment expenses6,2746,92517,25219,820
Interest and other (income) expense, net(165)(14)(549)(834)
Income tax provision6492193855
Consolidated net income (loss)$1,393$(2,364)$2,507$(6,640)

(1) Amounts exclude other segment expenses as follows:

Three Months Ended October 31,Nine Months Ended October 31,
2025202420252024
Amortization of intangible assets$1,406$1,406$4,218$4,361
Stock-based compensation and related taxes3,8134,57511,58913,710
Acquisition-related costs584—584—
Restructuring costs3738693731,579
Litigation costs9875488170
Total other segment expenses$6,274$6,925$17,252$19,820

Note 14: Subsequent Events

On December 1, 2025, the Company acquired all outstanding stock of FluentStream Corp., a Delaware corporation, a provider of enterprise-grade business phone services for small and medium-sized organizations, for approximately $45.0 million in cash, subject to customary working capital adjustments. The Company financed the acquisition through a combination of cash on hand and term loan borrowings of $45.0 million under its amended credit agreement with Citizens Bank, NA, as administrative agent and lender, described in Note 12: Financing Arrangements.

On November 24, 2025, the Company entered into a definitive agreement to acquire all outstanding stock of Phone.Com, Inc., a provider of cloud-based business communications for small and medium-sized organizations for approximately $23.2 million in cash, subject to customary working capital adjustments. The transaction is expected to close in fourth quarter of fiscal 2026, subject to the receipt of required regulatory approvals and satisfaction or waiver of other customary closing conditions.

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