Amplitude, Inc.

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Summary of Business and Significant Accounting Policies

Description of Business

Amplitude, Inc. (the “Company”) was incorporated in the state of Delaware in 2011 and is headquartered in San Francisco, California. The Company provides an AI Analytics Platform that helps businesses understand how people are using their digital products so they can improve the digital experience provided by those digital products. The Company delivers its application over the Internet as a subscription service using a software-as-a-service (“SaaS”) model. The Company’s arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. The Company also offers customer support related to initial implementation setup, ongoing support services, and application training.

Segment Information

The Company has asingle operating and reportable segment. The software segment provides an AI Analytics Platform to customers using a SaaS model. The Company derives revenue primarily in the United States and manages the business activities on a consolidated basis. The accounting policies of the software segment are the same as those described in the summary of significant accounting policies.

The chief operating decision maker, who, in the Company’s case, is the Chief Executive Officer (“CEO”), assesses performance for the software segment and decides how to allocate resources based on functional expenses exclusive of stock-based compensation, amortization of acquired intangible assets, acquisition-related costs, restructuring and other related charges, and related tax impacts of these items. The CEO uses these functional expense captions and consolidated net loss to evaluate income generated or losses incurred from the software segment, and utilizes the metric in deciding operating decisions, including, but not limited to, investing in research and development, product developments, personnel, and other expenses. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The following tables set forth operating segment information (in thousands):

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Amounts exclude other segment expenses as follows:

Basis of Presentation and Principles of Consolidation

The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”) and include the accounts of Amplitude, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The reporting currency of the Company is the United States dollar. The functional currency of the Company’s foreign subsidiaries is also the United States dollar.

The unaudited condensed consolidated balance sheet as of June 30, 2026, included herein, was derived from the unaudited financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP on an annual reporting basis. In management’s opinion, the unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to state fairly the balance sheet, statements of operations and comprehensive loss, statements of stockholders’ equity, and statements of cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year or any future period.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).

Certain prior period reported amounts have been reclassified to conform to the 2026 presentation. For the three months ended March 31, 2026, the Company reclassified $0.8 million of restructuring expenses from Sales & marketing and General & administrative to Restructuring and other related charges. This reclassification had no impact on previously reported total operating expenses or net loss for the prior periods.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates are based on information available as of the date of the financial statements and may involve subjective or significant judgment by the Company; therefore, actual results could differ from the Company’s estimates. Items subject to such estimates and assumptions include, but are not limited to, the:

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expected period of benefit for deferred commissions;

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useful lives of long-lived assets;

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valuation of goodwill and intangible assets;

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recognition, measurement, and valuation of deferred tax assets and income tax uncertainties; and

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incremental borrowing rates used for operating leases.

Concentration of Risk and Significant Customers

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable securities, and accounts receivable. Although the Company deposits its cash with high-quality, credit-rated financial institutions, the deposits, at times, may exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents.

No customer accounted for 10% or more of total revenue for thethree and six months ended June 30, 2026 and 2025. As of June 30, 2026 and December 31, 2025, no customer represented 10% or more of accounts receivable.

Significant Accounting Policies

The Company's significant accounting policies are described in the 2025 Form 10-K. There have been no significant changes to these policies that have had a material impact on the Company’s condensed consolidated financial statements and related notes for the three and six months ended June 30, 2026.

Recently Issued Accounting Pronouncements

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 public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments improve the consistency and usability of interim disclosure requirements, clarify the scope and applicability of Topic 270, and establish a disclosure principle requiring entities to disclose material events and changes occurring since the end of the most recent annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The amendments may be applied either prospectively or retrospectively, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2025-11 will have on its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB also issued ASU 2025-12, Codification Improvements, which includes amendments intended to clarify, correct, and improve various topics within the FASB Accounting Standards Codification to enhance its usability and consistency. The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with prospective application permitted. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2025-12 will have on its condensed consolidated financial statements and related disclosures.

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Revenue from Contracts with Customers

Deferred Revenue and Remaining Performance Obligations

The amount of revenue recognized in the six months ended June 30, 2026 that was included in deferred revenue as of December 31, 2025 was$95.2 million.

As of June 30, 2026 and December 31, 2025, unrecognized transaction price related to remaining performance obligations was$483.0 million and$417.7 million, respectively. The Company’s remaining performance obligations as of June 30, 2026 and December 31, 2025 are expected to be recognized as follows (in thousands):

Disaggregation of Revenue

The following table shows the Company’s disaggregation of revenue by geographic areas, as determined based on the address of the Company's customers for thethree and six months ended June 30, 2026 and 2025 (in thousands):

Deferred Commissions

Commissions paid upon the initial acquisition of a contract are deferred and then amortized on a straight-line basis over a period of benefit, determined to befive years. Commissions paid for subsequent renewals are amortized over the renewal term. The following table represents a roll forward of the Company’s deferred commissions for thethree and six months ended June 30, 2026 and 2025 (in thousands):

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Balance Sheet Components

The following tables show the Company’s financial statement details as of June 30, 2026 and December 31, 2025.

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents, and restricted cash consisted of the following (in thousands):

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

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Fair Value Measurements

The following table summarizes, for financial assets measured at fair value, the respective fair value and classification by level of input within the fair value hierarchy (in thousands):

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Included as “Cash and cash equivalents” on the Company’s condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, in addition to cash of$45.6 million and$36.8 million, respectively.

The Company uses quoted prices in active markets for identical assets to determine the fair value of the Company's Level 1 investments. The fair value of the Company's Level 2 investments is determined using pricing based on quoted market prices or alternative market observable inputs.

The fair value of the Company's available-for-sale securities as of June 30, 2026, by remaining contractual maturities, was as follows (in thousands):

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Acquisitions and Intangible Assets

On January 14, 2026 (the "Acquisition Date"), the Company completed the acquisition of InfiniGrow Ltd. ("InfiniGrow"), a privately-held AI marketing analytics company, by acquiring all of its outstanding capital stock for total consideration of $0.2 million in cash. Prior to the acquisition, the Company had provided InfiniGrow with short-term financing through two bridge loan agreements executed in December 2025 and January 2026, with an aggregate outstanding balance (including accrued interest) of $0.4 million at the time of closing. Upon completion of the acquisition, the outstanding bridge loan balances were settled as a preexisting relationship. In connection with the acquisition, which was accounted for as a business combination, the Company recognized $2.0 million of developed technology intangible assets that will be amortized over an estimated useful life ofthree years. Additionally, the Company agreed to grant equity awards to key employees of InfiniGrow under its equity incentive plan, with an aggregate target value of $6.5 million to be recognized as compensation expense over the requisite service period.

InfiniGrow is an AI marketing analytics company that helps organizations measure, forecast, and optimize the impact of marketing on revenue. The acquisition reinforces the Company's focus on making analytics actionable and helping marketers move faster, make smarter decisions, and drive business outcomes from a single platform.

On May 1, 2026, the Company entered into an agreement with Statsig, LLC ("Statsig"), pursuant to which the Company acquired certain assets related to Statsig's customer contracts, including customer relationships, order backlog, the Statsig trade name, and a perpetual non-exclusive license to use certain proprietary technology. In connection with the transaction, the Company assumed the remaining performance obligations associated with the acquired customer contracts and acquired related accounts receivable.

The transaction was accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations, as the acquired set of assets did not meet the definition of a business under ASC 805. Accordingly, no goodwill was recognized.

The aggregate fair values of the identifiable intangible assets acquired which exceeded the liabilities assumed were allocated to the individual assets on a relative fair value basis. The allocation of the acquisition date fair values was as follows (in thousands):

The Company recognized $8.7 million of identifiable intangible assets consisting of customer relationships, order backlog, developed technology, and trade name. These intangible assets are amortized on a straight-line basis over their estimated useful lives ranging from one to five years. The fair values of the acquired intangible assets were determined using income-based valuation methodologies and represent Level 3 fair value measurements under ASC 820.

Statsig is a software-as-a-service ("SaaS") platform that provides experimentation, feature management, and product analytics capabilities. The transaction provides the Company with technology rights and intangible assets that complement its existing product analytics offerings and expand its experimentation and feature management capabilities.

Intangible Assets Other Than Goodwill

Intangible assets, net consisted of the following (in thousands):

Amortization expense of intangible assets was$1.0 million and $1.5 million for thethree and six months ended June 30, 2026, respectively, and $0.3 million and $0.6 million for thethree and six months ended June 30, 2025, respectively.

As of June 30, 2026, future amortization expense is expected to be as follows (in thousands):

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Stockholders’ Equity and Equity Incentive Plans

Preferred stock

In connection with the direct listing of the Company's Class A common stock on the Nasdaq Capital Market (the “Direct Listing”) on September 21, 2021, an amended and restated certificate of incorporation of the Company was filed with the Secretary of State of the State of Delaware, which authorized the issuance of 20 million shares of undesignated preferred stock with a par value of $0.00001 per share and rights and preferences, including voting rights, designated from time to time by the Company's board of directors.

Common Stock

The Company has two classes of common stock: Class A common stock and Class B common stock. The Company's amended and restated certificate of incorporation authorizes the issuance of 600 million shares of Class A common stock and 600 million shares of Class B common stock. The shares of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to five votes. Class A and Class B common stock each have a par value of $0.00001 per share and are referred to as common stock throughout the notes to the condensed consolidated financial statements, unless otherwise noted. Holders of common stock are entitled to receive any dividends whenever funds are legally available and if declared by the Company's board of directors.

Shares of Class B common stock may be converted to Class A common stock at any time at the option of the stockholder. Shares of Class B common stock will also automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Company's amended and restated certificate of incorporation. In addition, each share of Class B common stock held by the Company's two cofounders (or any of such founder’s affiliates) will convert automatically into one share of Class A common stock on the earlier of: (i) the death or incapacity of such founder or (ii) the date that is six months following the date on which such founder is no longer an employee or director of the Company (unless such founder has rejoined the Company during such six-month period). Each outstanding share of the Company's Class B common stock will also convert automatically into one share of Class A common stock on the date that is six months following the date on which no founder is an employee or director of the Company (unless a founder has rejoined the Company during such six-month period). In addition, any transfer by a founder (or such founder’s affiliates) to one or more of the other founders (or such founders’ affiliates) will not result in the automatic conversion of such shares of Class B common stock to Class A common stock. Once converted into Class A common stock, the Class B common stock may not be reissued.

The Company has reserved shares of its common stock as follows:

Equity Incentive Plans

2014 Stock Option and Grant Plan

In December 2014, the Company adopted its 2014 Stock Option and Grant Plan (as amended, the “2014 Plan”), pursuant to which shares of the Company’s common stock were reserved for the issuance of stock options (incentive and non-statutory), restricted stock units (“RSUs”), and restricted stock to employees, directors, and consultants under terms and provisions established by the Company's board of directors and approved by the Company’s stockholders. The 2014 Plan was terminated in September 2021 in connection with the Direct Listing but continues to govern the terms of outstanding awards that were granted prior to the termination of the 2014 Plan. No further equity awards will be granted under the 2014 Plan. With the establishment of the 2021 Incentive Award Plan (the “2021 Plan”) as further discussed below, upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class A common stock underlying outstanding stock-based awards granted under the 2014 Plan, an equal number of shares of Class A common stock will become available for grant under the 2021 Plan.

2021 Incentive Award Plan

In August 2021, the Company's board of directors adopted, and its stockholders approved, the 2021 Plan, which became effective in connection with the Direct Listing. The 2021 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSU awards, performance bonus awards, performance stock units, dividend equivalent awards and other forms of equity compensation (collectively, “equity awards”). As of June 30, 2026, a total of 15,921,842 shares of the Company's Class A common stock were available for future issuance under the 2021 Plan in addition to (i) any shares available for issuance under the 2014 Plan as of the effective date of the 2021 Plan, (ii) the number of shares represented by awards outstanding under the Company's 2014 Plan (“Prior Plan Awards”) that become available upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class A common stock underlying outstanding stock awards granted under the 2014 Plan, and (iii) an annual increase on the first day of each fiscal year beginning in 2022 and ending in 2031, equal to the lesser of (A) 5% of the shares of the Company's common stock outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by the Company's board of directors; provided, however, that no more than 88,000,000 shares of stock may be issued upon the exercise of incentive stock options.

Stock Option Awards

Stock options granted under the 2014 Plan and the 2021 Plan (collectively, the “combined stock plans”) generally vest based on continued service over four years.

Option activity under the combined stock plans for thesix months ended June 30, 2026 is set forth below:

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As no forfeitures are estimated due to the Company’s adoption of ASU No. 2016-09, all options are vested or expected to vest. As of June 30, 2026, no options were outstanding that were subject to a future performance condition.

The aggregate intrinsic values of options are calculated as the difference between the exercise price of the options and the market price for shares of the Company’s Class A common stock as of each period-end. The total intrinsic value of options exercised for the six months ended June 30, 2026 and 2025 was$2.9 million and$6.4 million, respectively.

No stock options were granted in the six months ended June 30, 2026 and 2025. No tax benefits were realized from options during the periods.

As of June 30, 2026, total unrecognized stock-based compensation expense related to options outstanding under the combined stock plans was$1.1 million. This unrecognized expense as of June 30, 2026 is expected to be recognized over the weighted average remaining vesting period of 1.00 years. As of June 30, 2026, the Company had 90,905 shares of non-employee stock options outstanding under the combined stock plans.

The fair value of each option granted to employees under the 2021 Plan is estimated on the grant date using the Black-Scholes pricing model.

Restricted Stock Units

RSUs granted under the 2021 Plan generally vest based on continued service. During the three and six months ended June 30, 2026, the Company recorded$25.9 million and$45.8 million in stock-based compensation related to RSUs, respectively.

The total fair value of RSUs vested during the six months ended June 30, 2026 and 2025 was$30.4 million and$50.2 million, respectively. As of June 30, 2026, total unrecognized stock-based compensation expense related to RSUs was$165.1 million. This unrecognized expense as of June 30, 2026 is expected to be recognized over the weighted average remaining vesting period of 2.08 years. As of June 30, 2026, the Company had 219,897 shares of non-employee RSUs outstanding under the combined stock plans.

RSU activity during thesix months ended June 30, 2026 was as follows:

2021 Employee Stock Purchase Plan

In August 2021, the Company’s board of directors adopted, and its stockholders approved, the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective in connection with the Direct Listing. The ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. As of June 30, 2026, a total of 6,544,822 sharesof the Company’s

Class A common stock were available for future issuance under the ESPP, in addition to any annual automatic evergreen increases in the number of shares of Class A common stock reserved for future issuance under the ESPP. The ESPP offers employees the option to purchase shares through a series of consecutive 12-month offering periods commencing on May 15th and November 15th of each year. The price at which Class A common stock is purchased under the ESPP is equal to the lower of (i)85% of the closing trading price per share of the Company's Class A common stock on the first trading date of an offering period in which a participant is enrolled or (ii)85% of the closing trading price per share on the purchase date, which will occur on the last trading day of each purchase period, or such other price designated by the administrator.

The ESPP offers a rollover feature pursuant to which, if the fair market value of a share of Class A common stock on the first purchase date is lower than the fair market value on the first trading day of the offering period, the respective offering period will terminate and each participant will be automatically enrolled in the offering period that commences immediately following the purchase date.

As of June 30, 2026,2.2 million shares have been purchased under the ESPP. During the three and six months ended June 30, 2026, the Company recognized$1.0 million and$1.6 million of stock-based compensation expense related to the ESPP, respectively. As of June 30, 2026, total unrecognized compensation cost related to the ESPP was$0.6 million, which will be amortized over a weighted average period of 0.87 years.

Stock-based compensation expense, net of actual forfeitures, is reflected in the condensed consolidated statements of operations and comprehensive loss (in thousands):

Share Repurchase Program

On May 6, 2025, the Board approved a share repurchase program (the “Repurchase Program”), under which the Company is authorized to repurchase up to $50.0 million of the Company’s Class A common stock. On February 18, 2026, the Board approved an increase to the Repurchase Program, authorizing repurchases up to an additional $100.0 million of the Company's Class A common stock. Under the Repurchase Program, the Company may repurchase shares of the Company’s outstanding Class A common stock from time to time, in such amounts as management deems appropriate, through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated share repurchase transactions, purchases through 10b5-1 trading plans, or by any combination of such methods. The timing and amount of any repurchases pursuant to the Repurchase Program will be determined based on market conditions, share price and other factors. The Repurchase Program does not have an expiration date, does not require the Company to repurchase any specific number of shares of its Class A common stock, and may be modified, suspended or terminated at any time without notice.

During the six months ended June 30, 2026, the Company repurchased 12,940,579 shares of Class A common stock for an aggregate amount of $89.5 million, including broker commission fees. Shares repurchased by the Company are immediately retired and returned to the status of authorized and unissued. The cost paid to repurchase shares in excess of the par value is recorded to additional paid-in capital on the Company’s condensed consolidated balance sheet. As of June 30, 2026, a total of $36.6 million remains available for future repurchases under the Repurchase Program.

Other Share Repurchases

In 2025, the Company repurchased and retired 599,655 shares of its Class A common stock for an aggregate purchase price of $6.8 million. The repurchase was conducted through a privately negotiated transaction under the Company’s contractual right of first refusal granted in connection with a prior acquisition and was not part of the Company’s authorized Repurchase Program. Shares repurchased by the Company are immediately retired and returned to the status of authorized and unissued. The cost paid to repurchase shares in excess of the par value is recorded to additional paid-in capital on the Company’s consolidated balance sheet.

No share repurchases (other than share repurchases under the Repurchase Program discussed above) were made during the six months ended June 30, 2026.

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Income Taxes

The Company had an effective tax rate of(3.6)% and(4.1)% for the three and six months ended June 30, 2026, respectively, and (2.3)% and (2.9)% for thethree and six months ended June 30, 2025, respectively. The Company continues to incur U.S. operating losses and has minimal profits in its foreign jurisdictions.

During the three and six months ended June 30, 2026 and 2025, the Company evaluated all available evidence, both positive and negative, including historical levels of income, along with expectations and risks associated with estimates of future taxable income, and determined that it is more likely than not that its net deferred tax assets will not be realized in the United States. Due to uncertainties surrounding the realization of the deferred tax assets, the Company continues to maintain a full valuation allowance against its net deferred tax assets within the United States.

On July 4, 2025, the One Big Beautiful Bill Act (“the OBBBA”) was signed into law. The OBBBA introduces multiple tax law and other legislative changes, which may be subject to further clarification and the issuance of interpretive guidance. The new legislation did not have a material impact on the Company’s consolidated financial statements. The Company will continue to monitor developments on additional guidance and legislative changes.

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Operating Leases

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

Future minimum lease payments under non-cancellable operating leases with initial lease terms in excess of one year included in the Company’s lease liabilities as of June 30, 2026 were as follows (in thousands):

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Commitments and Contingencies

Legal Matters

The Company has received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to defend the Company, its partners and its customers by determining the scope, enforceability and validity of third-party proprietary rights, or to establish its proprietary rights.

From time to time, the Company is party to litigation and other legal proceedings in the ordinary course of business. While the Company does not believe the ultimate resolution of pending legal matters is likely to have a material adverse effect on its financial position, the results of any litigation or other legal proceedings are uncertain and as such the resolution of such legal proceedings, either individually or in the aggregate, could have a material adverse effect on its business, results of operations, financial condition or cash flows. The Company records litigation accruals for legal matters, which are both probable and estimable. For legal proceedings for which there is a reasonable possibility of loss (meaning those losses for which the likelihood is more than remote but less than probable), the Company has determined that it does not have material exposure, or it is unable to develop a range of reasonably possible losses. Although no assurance may be given, the Company believes that it is not presently a party to any litigation of which theoutcome, if determined adversely, would individually or in the aggregate be reasonably expected to have a material and adverse effect on the business, operating results, cash flows, or financial position. Legal fees are expensed in the period in which they are incurred.

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Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):

The following potential shares of common stock were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented (in thousands):

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Restructuring

During the six months ended June 30, 2026, the Company implemented a restructuring program (“2026 Restructuring Program”) consisting of executive leadership changes and broader organizational changes intended to streamline operations, better align the Company's cost structure with its business priorities, and reduce operating costs. The 2026 Restructuring Program was carried out in two phases: an initial phase in the first quarter of 2026 and a broader organizational reorganization in the second quarter of 2026.

The 2026 Restructuring Program resulted in the reduction of approximately 5% of our workforce in the six months ended June 30, 2026. The Company incurred restructuring charges of $2.1 million and $2.9 million for the three and six months ended June 30, 2026, respectively, consisting primarily of employee severance and related benefits. As of June 30, 2026, $0.5 million of restructuring charges remained unpaid which was included in accrued expenses on the condensed consolidated balance sheets.

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Subsequent Events

In July 2026, the Company issued RSUs representing 1,426,491 shares of its Class A common stock to its employees with service-based vesting conditions. The service-based vesting condition for these awards is satisfied over three years. The grant date fair value of the RSUs issued in July 2026 was approximately $13.8 million.