indie Semiconductor, Inc.

Previous wording

indie offers highly innovative, high-performance and energy-efficient mixed-signal system-on-chips ("SoCs") and system solutions for advanced driver assistance systems (“ADAS”) in addition to adjacent industrial applications. Our sensors span all major modalities, including Radar, LiDAR, Ultrasound and Computer Vision, while our embedded system control, power management, and interfacing solutions are accelerating the proliferation of automated vehicle safety features. We are an approved vendor to Tier 1 automotive suppliers and our platforms can be found in marquee automotive manufacturers around the world. Headquartered in Aliso Viejo, California, indie has design centers and sales offices in Austin, Texas; Detroit, Michigan; San Jose, California; Cordoba, Argentina; Budapest, Hungary; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Vienna, Austria: Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan; and several locations throughout China.

Current wording

indie offers highly innovative, high-performance and energy-efficient mixed-signal system-on-chips ("SoCs") and system solutions for Advanced Driver Assistance Systems (“ADAS”) in addition to adjacent industrial applications. Our sensors span all major modalities, including Radar, LiDAR, Ultrasound and Computer Vision, while our embedded system control, power management, and interfacing solutions are accelerating the proliferation of automated vehicle safety features. We are an approved vendor to Tier 1 automotive suppliers and our platforms can be found in marquee automotive manufacturers around the world. Headquartered in Aliso Viejo, California, indie has design centers and sales offices in Austin, Texas; Detroit, Michigan; San Jose, California; Cordoba, Argentina; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Vienna, Austria; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan; and several locations throughout China.

Previous wording

We maintain design centers for our semiconductor engineers and designers in the United States, Argentina, Canada, Hungary, Germany, Scotland, Austria, Morocco, Israel, Switzerland and China. We engage subcontractors to manufacture our products. These subcontractors, as well as the majority of our customers’ locations, are primarily in Asia. For the three months ended March 31, 2026 and 2025, approximately 68% and 63%, respectively, of our product revenues were recognized for shipments to customer locations in Asia.

Current wording

We maintain design centers for our semiconductor engineers and designers in the United States, Argentina, Canada, Hungary, Germany, Scotland, Austria, Morocco, Israel, Switzerland and China. We engage subcontractors to manufacture our products. These subcontractors, as well as the majority of our customers’ locations, are primarily in Asia. For the six months ended June 30, 2026 and 2025, approximately 70% and 61%, respectively, of our product revenues were recognized for shipments to customer locations in Asia.

Previous wording

During the period between entering into the Wuxi Agreement and prior to closing the Wuxi Divestiture, the divestiture of Wuxi will meet the criteria to be reported as discontinued operations when indie determines that it is probable that United Faith will receive all necessary local regulatory approvals within the requisite period under applicable accounting guidance. Upon the completion of this potential Wuxi Divestiture, indie will fully deconsolidate the financial results of Wuxi and in return, recognize a pre-tax gain/loss, which would be presented in indie’s then Consolidated Statements of Operations. For the three months ended March 31, 2026 and 2025, Wuxi accounted for 38% and 35% of indie’s consolidated revenue, and approximately 12% and 11% of indie’s consolidated operating expenses for each period, respectively. Further, as of March 31, 2026 and December 31, 2025, Wuxi accounted for approximately 11% and 12% of indie’s consolidated total assets and 3% and 3% of indie's consolidated total liabilities, respectively. Following any deconsolidation of Wuxi, we will no longer include any financial results of Wuxi in our future consolidated financial statements.

Current wording

During the period between entering into the Wuxi Agreement and prior to closing the Wuxi Divestiture, the divestiture of Wuxi will meet the criteria to be reported as discontinued operations when indie determines that it is probable that United Faith will receive all necessary local regulatory approvals within the requisite period under applicable accounting guidance. Upon the completion of this potential Wuxi Divestiture, indie will fully deconsolidate the financial results of Wuxi and in return, recognize a pre-tax gain/loss, which would be presented in indie’s then consolidated statements of operations. For the three months ended June 30, 2026 and 2025, Wuxi accounted for 44% and 42% of indie’s consolidated revenue, and approximately 13% and 10% of indie’s consolidated operating expenses for each period, respectively. For the six months ended June 30, 2026 and 2025, Wuxi accounted for 41% and 38% of indie’s consolidated revenue, and approximately 13% and 11% of indie’s consolidated operating expenses for each period, respectively. Further, as of June 30, 2026 and December 31, 2025, Wuxi accounted for approximately 12% and 12% of indie’s consolidated total assets, respectively, and approximately 3% and 3% of indie's consolidated total liabilities, respectively. Following any deconsolidation of Wuxi, we will no longer include any financial results of Wuxi in our future consolidated financial statements.

Previous wording

On September 26, 2025 (the “emotion3D Closing Date”), Ay Dee Kay Ltd. completed its acquisition of emotion3D GmbH (“emotion3D”). The acquisition was consummated pursuant to a Share Purchase Agreement (the “SPA”) whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D. The closing consideration consisted of (i) $17.7 million in cash as the initial cash consideration (including debt paid at closing and net of cash acquired) (ii) certain contingent considerations with total preliminary fair value of $7.3 million, payable in cash or Class A common stock at indie's sole election, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $3.0 million subject to final release 24 months from the emotion3D Closing Date. See Note 2 —Business Combinations for additional descriptions of our recent acquisitions.

Current wording

On September 26, 2025 (the “emotion3D Closing Date”), Ay Dee Kay Ltd. completed its acquisition of emotion3D GmbH (“emotion3D”). The acquisition was consummated pursuant to a Share Purchase Agreement (the “SPA”) whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D. The aggregate consideration for the emotion3D acquisition consisted of (i) $17.7 million in cash as the initial cash consideration (including debt paid at closing and net of cash acquired); (ii) certain contingent consideration with a total preliminary fair value of $7.3 million at closing, payable in cash or Class A common stock at indie's sole discretion, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $3.0 million subject to final release 24 months from the emotion3D Closing Date.

Previous wording

Revenue for the three months ended March 31, 2026 was $55.5 million, compared to $54.1 million for the three months ended March 31, 2025, an increase of $1.4 million, which was primarily driven by a $1.1 million increase in product revenue and a $0.2 million increase in contract revenue. The increase in product revenue was due primarily to an increase in volume of products sold, offset by a change in product mix.

Current wording

Revenue for the three months ended June 30, 2026 was $64.0 million, compared to $51.6 million for the three months ended June 30, 2025, an increase of $12.4 million, which was primarily driven by a $10.8 million increase in product revenue and a $1.6 million increase in contract revenue. The increase in product revenue was due primarily to an increase in volume of products sold, offset by a change in average selling price and product mix.

Previous wording

Cost of goods sold for the three months ended March 31, 2026 was $34.4 million, compared to $31.5 million for the three months ended March 31, 2025. The increase of $2.9 million or 9% was primarily due to an increase of $3.5 million increase in volume of products sold and an increase of $0.9 in product cost, offset by a decrease of $2.2 million resulting from product mix, as described above.

Current wording

Cost of goods sold for the three months ended June 30, 2026 was $40.9 million, compared to $30.7 million for the three months ended June 30, 2025. The increase of $10.2 million or 33% was primarily due to an increase of $9.9 million increase in volume of products sold and partially offset by a decrease of $1.1 million resulting from product mix change, as described above. Further, for the three months ended June 30, 2026 and 2025, total amortization of acquired intangible assets included in cost of goods sold were $5.3 million and $4.2 million, respectively.

Previous wording

Interest income for the three months ended March 31, 2026 was $0.9 million, compared to $2.3 million for the three months ended March 31, 2025. Interest income decreased in the current period primarily as a result of a lower average cash balance available for interest-earning compared to the same period in prior year.

Current wording

Interest income for the three months ended June 30, 2026 was $1.2 million, compared to $2.2 million for the three months ended June 30, 2025. Interest income decreased in the current period primarily as a result of a lower average cash balance available for interest-earning compared to the same period in prior year.

Previous wording

Loss from extinguishment of debt of $3.7 million resulted from the repurchase of our 2027 Notes in March 2026 (see Note 8 - Debtfor additional discussion of the transaction related to the 2027 Notes).

Current wording

Gain from extinguishment of debt of $2,623 for the three months ended June 30, 2025 resulted from the repurchase of our 2027 Notes in June 2025. See Note 6 - Debtfor additional discussion of the transaction related to the 2027 Notes.

Previous wording

Income tax provision for the three months ended March 31, 2026 is primarily related to our foreign operations and a nonconsolidated U.S. subsidiary. Income tax benefit for the three months ended March 31, 2025 is primarily related to our foreign operations and a nonconsolidated U.S. subsidiary.

Current wording

Income tax benefit for the three months ended June 30, 2026 is primarily related to our foreign operations. Income tax provision for the three months ended June 30, 2025 is primarily related to our foreign operations and a nonconsolidated U.S. subsidiary.

Previous wording

Research and development expense for the three months ended March 31, 2026 was $38.5 million, compared to $42.1 million for the three months ended March 31, 2025. The decrease of $3.6 million or 9% was primarily due to a $4.0 million decrease in personnel and program expenses in connection with the 2025 Restructuring plan, offset by a $0.8 million increase in share-based compensation expense due to the bonus accrual of the Company's annual incentive plan offset by a decrease due to a headcount reduction in connection with the 2025 Restructuring plan. We expect research and development expense to stabilize over time.

Current wording

Research and development expense for the six months ended June 30, 2026 was $76.3 million, compared to $80.6 million for the six months ended June 30, 2025. The decrease of $4.3 million or 5% was primarily due to a $1.6 million decrease in personnel and $3.4 million decrease in program and outside professional service expenses in connection with the 2025 Restructuring plan, offset by a $2.0 million increase in share-based compensation expense due to the bonus accrual of the Company's annual incentive plan. We expect research and development expense to stabilize over time.

Previous wording

Selling, general and administrative expense for the three months ended March 31, 2026 was $21.4 million compared to $19.4 million for the three months ended March 31, 2025. The increase of $2.1 million or 11% was primarily due to a $1.7 increase in share-based compensation expense due to the bonus accrual of the Company's annual incentive plan. We expect selling, general, and administrative expense to stabilize over time.

Current wording

Selling, general and administrative expense for the six months ended June 30, 2026 was $41.8 million compared to 37.7 million for the six months ended June 30, 2025. The increase of $4.1 million or 11% was primarily due to a $2.9 increase in share-based compensation expense due to the bonus accrual of the Company's annual incentive plan as well as an increase of $1.2 million in professional and outside services due to increased business activities. We expect selling, general, and administrative expense to stabilize over time.

Previous wording

Interest expense for the three months ended March 31, 2026 was $4.3 million, compared to $4.5 million for the three months ended March 31, 2025. Interest expense decreased in the current period primarily as a result of the addition of the 2031 Notes and repurchase of the 2027 Notes in March 2026.

Current wording

Interest income for the six months ended June 30, 2026 was $2.1 million, compared to $4.5 million for the six months ended June 30, 2025. Interest income decreased in the current period primarily as a result of a lower average cash balance available for interest-earning compared to the same period in prior year.

Previous wording

For the three months ended March 31, 2026, we recognized a net loss from change in fair value of our contingent considerations and acquisition-related holdbacks of $1.1 million, attributed to a net unrealized loss of $1.1 million for the contingent considerations related to the emotion3D acquisition. During the three months ended March 31, 2025, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $4.8 million. The net gain is primarily attributed to a net unrealized gain of $0.6 million and $1.5 million for the contingent considerations related to the Exalos and Kinetic acquisitions, respectively, and a net realized gain of $2.7 million for the acquisition-related holdbacks related to the GEO acquisition.

Current wording

For the six months ended June 30, 2026, we recognized a net loss from change in fair value of our contingent considerations and acquisition-related holdbacks of $1.3 million, attributed to a net unrealized loss of $1.3 million for the contingent considerations related to the emotion3D acquisition. During the six months ended June 30, 2025, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $4.9 million. The net gain is primarily attributed to a net unrealized gain of $0.6 million and $1.6 million for the contingent considerations related to the Exalos and Kinetic acquisitions, respectively, and a net realized gain of $2.7 million for the acquisition-related holdbacks related to the GEO acquisition.

Previous wording

Other expense for the three months ended March 31, 2026 and 2025 was $0.4 million and $0.7 million, respectively. Other expense relates primarily to the realized and unrealized foreign currency gains and losses during the period, which was primarily driven by a net loss of $0.6 million and $0.6 million for the three months ended March 31, 2026 and 2025, respectively, related to the change in fair value of our currency forward contracts entered during the periods.

Current wording

Other income (expense) for the six months ended June 30, 2026 and 2025 was $(1.0) million and $0.8 million, respectively. Other expense relates primarily to the realized and unrealized foreign currency gains and losses during the period, which was primarily driven by a net loss of $0.7 million and a net gain of $1.4 million for the six months ended June 30, 2026 and 2025, respectively, related to the change in fair value of our currency forward contracts entered during the periods.

Previous wording

Historically, we derive liquidity primarily from debt and equity financing activities as we have historically had negative cash flows from operations. On August 26, 2022, we entered into the ATM Agreement with the Sales Agents relating to shares of our Class A common stock. In accordance with the terms of the ATM Agreement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $150.0 million from time to time through the Sales Agents, acting as our agent or principal. The ATM Agreement was previously registered on our registration statement on Form S-3 (Registration No. 333-267120) (the "2022 Registration Statement") which expired on September 7, 2025. Prior to its expiration, on August 29, 2025, we filed with the SEC a prospectus supplement to our automatic shelf registration on Form S-3ASR (Registration No. 333-285653) to register the offering of the unsold securities of $59.8 million pursuant to the ATM Agreement We implemented and renewed this program for the flexible access it provides to the capital markets. During the three months ended March 31, 2026, there was no ATM related activity. As of March 31, 2026, and since the inception of the program we have raised gross proceeds of $90.2 million and issued 11,138,984 shares of Class A common stock at an average per-share sales price of $8.10 through this program and had approximately $59.8 million available for future issuances under the ATM Agreement. As of March 31, 2026, we have incurred total issuance costs of $1.9 million since inception.

Current wording

Historically, we derive liquidity primarily from debt and equity financing activities as we have historically had negative cash flows from operations. On August 26, 2022, we entered into the ATM Agreement with the Sales Agents relating to shares of our Class A common stock. In accordance with the terms of the ATM Agreement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $150.0 million from time to time through the Sales Agents, acting as our agent or principal. The ATM Agreement was previously registered on our registration statement on Form S-3 (Registration No. 333-267120) (the "2022 Registration Statement"), which expired on September 7, 2025. Prior to its expiration, on August 29, 2025, we filed with the SEC a prospectus supplement to our automatic shelf registration on Form S-3ASR (Registration No. 333-285653) to register the offering of the unsold securities of $59.8 million pursuant to the ATM Agreement. We implemented and renewed this program for the flexible access it provides to the capital markets. During the three and six months ended June 30, 2026, there was no ATM related activity. As of June 30, 2026, and since the inception of the program, we have raised gross proceeds of $90.2 million and issued 11,138,984 shares of Class A common stock at an average per-share sales price of $8.10 through this program and had approximately $59.8 million available for future issuances under the ATM Agreement. As of June 30, 2026, we have incurred total issuance costs of $1.9 million since inception.

Previous wording

In June 2025, we entered into several separate, privately negotiated purchase agreements to repurchase $30.0 million in aggregate principal amount of our 2027 Notes at a discount. The repurchase was funded by cash on hand and accounted for as an extinguishment of debt. Concurrent with the repurchase, we repaid $0.1 million of accrued interest associated with the repurchased principal. Upon completion of this repurchase, $130.0 million principal amount of the 2027 Notes remains outstanding. Refer to Note 8— Debt, in our accompanying unaudited condensed consolidated financial statements for additional detail.

Current wording

In June 2025, we entered into several separate, privately negotiated purchase agreements to repurchase $30.0 million in aggregate principal amount of our 2027 Notes at a discount. The repurchase was funded by cash on hand and accounted for as an extinguishment of debt. Concurrent with the repurchase, we repaid $0.1 million of accrued interest associated with the repurchased principal. Upon completion of this repurchase, $130.0 million principal amount of the 2027 Notes remains outstanding. Refer to Note 6— Debtin our accompanying unaudited condensed consolidated financial statements for additional detail.

Previous wording

On September 26, 2025, we completed the acquisition of emotion3D, whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D. The closing consideration consisted of (i) $17.7 million in cash as the initial cash consideration (including debt paid at closing and net of cash acquired) (ii) certain contingent considerations with total preliminary fair value of $7.3 million, payable in cash or Class A common stock at indie's sole election, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $3.0 million subject to final release 24 months from the Deal Closing Date.

Current wording

On September 26, 2025, we completed the acquisition of emotion3D, whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D. The closing consideration consisted of (i) $17.7 million in cash as the initial cash consideration (including debt paid at closing and net of cash acquired); (ii) certain contingent considerations with total preliminary fair value of $7.3 million, payable in cash or Class A common stock at indie's sole election, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $3.0 million subject to final release 24 months from September 26, 2025.

Previous wording

On March 6, 2026, we issued $170.5 million in aggregate principal amount of our 4.00% convertible senior notes which are due in March 2031 (the “2031 Notes”). The 2031 Notes will be convertible into cash, shares of common stock or a combination of cash and common stock at our election. In connection with the 2031 Notes, we entered into several separate, privately negotiated purchase agreements to repurchase $104.0 million in aggregate principal amount of our 2027 Notes at a premium for a total of $106.4 million. The repurchase was funded by the proceeds from the 2031 Notes. Concurrent with the repurchase, we repaid $1.4 million of accrued interest associated with the repurchased principal. Upon completion of this repurchase, $26.0 million principal amount of the 2027 Notes remains outstanding. Refer to Note 8— Debt, in our accompanying unaudited condensed consolidated financial statements for additional detail.

Current wording

On March 6, 2026, we issued $170.5 million in aggregate principal amount of our 4.00% convertible senior notes which are due in March 2031 (the “2031 Notes”). The 2031 Notes will be convertible into cash, shares of common stock or a combination of cash and common stock at our election. In connection with the 2031 Notes, we entered into several separate, privately negotiated purchase agreements to repurchase $104.0 million in aggregate principal amount of our 2027 Notes at a premium for a total of $106.4 million. The repurchase was funded by the proceeds from the 2031 Notes. Concurrent with the repurchase, we repaid $1.4 million of accrued interest associated with the repurchased principal. Upon completion of this repurchase, $26.0 million principal amount of the 2027

Previous wording

As of March 31, 2026, our balance of cash and cash equivalents, including restricted cash, was $184.7 million.

Current wording

As of June 30, 2026, our balance of cash and cash equivalents, including restricted cash, was $149.0 million.

Previous wording

The following table summarizes our condensed consolidated cash flows for the three months ended March 31, 2026 and 2025:

Current wording

The following table summarizes our condensed consolidated cash flows for the six months ended June 30, 2026 and 2025:

Previous wording

Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, working capital requirements related to inventory, accounts payable and general and administrative expenditures.

Current wording

Our primary use of cash is to fund operating expenses, which consists primarily of research and development expenditures, working capital requirements related to inventory, accounts payable and general and administrative expenditures.

Previous wording

For the three months ended March 31, 2026, net cash used in operating activities was $22.1 million, which included net loss of $47.1 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash increases primarily consisted of $1.7 million of net losses resulting from a change in fair value for contingent considerations and currency forward contracts, non-cash loss from extinguishment of debt of $3.7 million, $19.7 million in share-based compensation expense and $11.2 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $12.9 million of cash, primarily driven by an increase in inventory, accounts receivable, and prepaid, other current and noncurrent assets, and a decrease in accrued payroll liabilities, offset by a decrease in accounts payable.

Current wording

For the six months ended June 30, 2026, net cash used in operating activities was $51.0 million, which included net loss of $86.1 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash increases primarily consisted of $2.0 million of net losses resulting from a change in fair value for contingent considerations and currency forward contracts, loss from extinguishment of debt of $3.7 million, $37.1 million in share-based compensation expense and $22.4 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $33.6 million of cash, primarily driven by an increase in inventory, accounts receivable, and prepaid, other current and noncurrent assets, and a decrease in accrued expenses and other current liabilities, partially offset by an increase in accounts payable.

Previous wording

Cash used in operating activities during the three months ended March 31, 2025 was $29.0 million, which included net loss of $37.2 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash decreases primarily consisted of $4.2 million of net losses resulting from a change in fair value for contingent considerations and currency forward contracts, and non-cash increases consisted of $17.2 million in share-based compensation expense and $9.7 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $16.1 million of cash, primarily driven by a decrease in accounts payable, and an increase in accounts receivable, offset by an increase in accrued expenses.

Current wording

Cash used in operating activities during the six months ended June 30, 2025 was $36.6 million, which included net loss of $78.8 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash decreases primarily consisted of $6.3 million of net gains resulting from a change in fair value for contingent considerations and currency forward contracts, and non-cash increases consisted of $32.2 million in share-based compensation expense and $20.2 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $8.0 million of cash, primarily driven by a decrease in accounts payable and an increase in accounts receivable, partially offset by a decrease in inventory, and an increase in accrued payroll liabilities.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2026 and 2025 was $3.2 million and $2.4 million, respectively. During the period ended March 31, 2026 and 2025, the decrease in cash was due to the purchase of capital expenditures, respectively. We expect that we will make additional capital expenditures in the future, including licenses to various intangible assets, in order to support the future growth of our business.

Current wording

Net cash used in investing activities for the six months ended June 30, 2026 and 2025 was $6.3 million and $8.4 million, respectively. During the period ended June 30, 2026 and 2025, the decrease in cash was due to the purchase of capital expenditures, respectively. We expect that we will make additional capital expenditures in the future, including licenses to various intangible assets, in order to support the future growth of our business.

Previous wording

Net cash provided by financing activities for the three months ended March 31, 2026 was $55.1 million, which was primarily attributed to $165.8 million net proceeds from the 2031 Notes, offset by $106.4 million payments for repurchase of the 2027 Notes, $1.8 million of payments on financed software, and $1.2 million payments on a term loan.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2026 was $52.0 million, which was primarily attributed to $165.8 million net proceeds from the 2031 Notes, partially offset by $106.4 million of payments for repurchase of the 2027 Notes, $3.5 million of payments on financed software, and $1.1 million payments on a term loan.

Previous wording

Net cash provided by financing activities for the three months ended March 31, 2025 was $4.7 million, which was primarily attributed to $2.9 million payments on debt obligations and $1.7 million of payments on financed software.

Current wording

Net cash used in financing activities for the six months ended June 30, 2025 was $34.0 million, which was primarily attributed to $27.7 million of payments on debt obligations and the 2027 Notes repurchase, $3.7 million of payments on financed software, and $2.5 million of payment in connection with the first contingent consideration under the Kinetic acquisition.

Previous wording

In connection with our acquisitions, (See subheading titled Liquidity and Capital Resources—Acquisitions above), we may be required to make future payments or issue additional shares of our common stock to satisfy certain earn-out requirements under the acquisition agreements.

Current wording

In connection with our acquisitions (see subheading titled Liquidity and Capital Resources—Acquisitions above), we may be required to make future payments or issue additional shares of our common stock to satisfy certain earn-out requirements under the acquisition agreements. In addition, the obligations above do not include any commitments related to pending acquisitions that have not yet closed, see Note 1 —Nature of the Business and Basis of Presentation for additional information regarding pending acquisitions.

Previous wording

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments in applying our most critical accounting policies that can have a significant impact on the results we report in our financial statements. The SEC has defined critical accounting estimates as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on a registrant’s financial condition or results of operations. Based on this definition, our most critical accounting estimates include revenue recognition, which impacts the recording of net revenue; business combinations, which impacts the fair value of acquired assets and assumed liabilities; and contingent considerations, which impact the fair value of assumed liabilities and the recording of other income (expense). We have other significant accounting policies that do not generally require subjective estimates or judgments or would not have a material impact on our results of operations. Our critical accounting policies and estimates are disclosed under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Current wording

The discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments in applying our most critical accounting policies that can have a significant impact on the results we report in our financial statements. The SEC has defined critical accounting estimates as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on a registrant’s financial condition or results of operations. Based on this definition, our most critical accounting estimates include revenue recognition, which impacts the recording of net revenue; business combinations, which impacts the fair value of acquired assets and assumed liabilities; and contingent considerations, which impact the fair value of assumed liabilities and the recording of other income (expense). We have other significant accounting policies that do not generally require subjective estimates or judgments or would not have a material impact on our results of operations. Our critical accounting policies and estimates are disclosed under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Previous wording

We describe the recently issued and adopted accounting pronouncements that apply to us in Note 1 — Nature of Business and Basis of Presentationto our condensed consolidated financial statements presented herein.

Current wording

We describe the recently issued and adopted accounting pronouncements that apply to us in Note 1 — Nature of the Business and Basis of Presentationto our condensed consolidated financial statements presented herein.