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Spok Holdings, Inc

For the period ended Jun 30, 2026. Filed Jul 30, 2026.

View on SEC.gov

About this filing

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

Jun 30, 2026 · Filed Jul 30, 2026

SPOK$11.76+0.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-04-30.

0001289945-26-000027

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

Current report: 10-Q

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

0001289945-26-000050

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

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

Compared 82 previous paragraphs and 87 current paragraphs.

63 unchanged; 16 reworded; 7 added; 3 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

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

Added paragraphs (7)

Current report

Selling and marketing expenses decreased by $0.4 million, or 9.8%, for the three months ended June 30, 2026, and $0.9 million, or 9.3%, for the six months ended June 30, 2026, compared to the same periods in 2025. The decreases during the three and six months ended June 30, 2026 were primarily driven by our cost optimization efforts and the strategic realignment.

Current report

General and administrative expenses decreased by $1.2 million, or 13.9%, for the three months ended June 30, 2026, and $1.4 million, or 8.6%, for the six months ended June 30, 2026, compared to the same periods in 2025. The decreases during the three and six months ended June 30, 2026 were primarily driven by lower technology and compensation costs as a result of our cost optimization efforts and the strategic realignment.

Current report

For the three and six months ended June 30, 2026, the Company recognized negligible Other expense. For the three and six months ended June 30, 2025, the Company recognized other income of $0.7 million and $0.8 million, respectively. The other income for the three and six months ended June 30, 2025 primarily consisted of a gain of $0.7 million from the sale of a domain name.

Current report

On June 23, 2026, we entered into an agreement to sell certain narrowband spectrum licenses in our two-way paging inventory to Sensus USA, Inc. for a purchase price of $8.0 million. The transaction received approval by the Federal Communications Commission ("FCC") and closed on July 20, 2026. We expect to recognize a pre-tax gain upon closing of approximately $7.5 million within other income in the Condensed Consolidated Statements of Operations, reflecting the $8.0 million purchase price less estimated transaction-related costs of approximately $0.5 million. Upon receipt, the net cash proceeds are expected to positively impact our liquidity position.

Current report

For the six months ended June 30, 2026, net cash provided by operating activities decreased by $0.4 million, ending at $8.9 million, compared to $9.3 million for the six months ended June 30, 2025. The decrease is primarily due to timing of receipts from customers, partially offset by lower cost of revenue and operating expenses.
Removed paragraphs (3)

Previous report

The decreases in paging revenue during the three months ended March 31, 2026, compared to the same period in 2025, was partially offset by an increase in product and other revenue. Product and other revenue includes one-time fees for customers that cancel our services and do not return their equipment within the allotted time-frame, as contractually required.

Previous report

Selling and marketing decreased by $0.4 million, or 8.9%, for the three months ended March 31, 2026, compared to the same period in 2025. The decrease was primarily driven by cost optimization efforts implemented in 2026.

Previous report

For the three months ended March 31, 2026, and March 31, 2025, net cash provided by operating activities remained relatively flat, at $2.4 million and $2.3 million, respectively.
Reworded paragraphs (16)

Previous wording

The Company undertakes no obligation to update forward-looking statements. Investors are advised to consult all further disclosures the Company makes in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that it will file with the SEC. Also note that, in the 2025 Annual Report, the Company provides a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to its business. These are factors that, individually or in the aggregate, could cause the Company’s actual results to differ materially from past results as well as those results that may be anticipated, believed, estimated, expected, intended, targeted or forecasted. It is not possible to predict or identify all such risk factors. Consequently, investors should not consider the risk factor discussion to be a complete discussion of all of the potential risks or uncertainties that could affect Spok's business, statement of operations or financial condition, subsequent to the filing of this Quarterly Report.

Current wording

The Company undertakes no obligation to update forward-looking statements. Investors are advised to consult all further disclosures the Company makes in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that it will file with the SEC. Also note that, in the 2025 Annual Report, the Company provides a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to its business. These are factors that, individually or in the aggregate, could cause the Company’s actual results to differ materially from past results as well as those results that may be anticipated, believed, estimated, expected, intended, targeted or forecasted. It is not possible to predict or identify all such risk factors. Consequently, investors should not consider the risk factor discussion to be a complete discussion of all of the potential risks or uncertainties that could affect Spok's business, statements of operations or financial condition, subsequent to the filing of this Quarterly Report.

Previous wording

Subsequent to quarter end, in April 2026, we announced a strategic realignment designed to further enhance our cost optimization efforts, as described in Note 15, "Subsequent Events" in the Notes to Condensed Consolidated Financial Statements. These actions will enable us to direct resources towards continued investment in our Care Connect Suite and artificial intelligence initiatives, while sustaining our commitment to returning cash to stockholders. This realignment will eliminate approximately 10% of our workforce, which will result in annualized savings of over $6.0 million in payroll and related expenses and other operating expenses. We expect to record one-time pre-tax costs of approximately $1.6 million to $2.0 million primarily in severance and personnel related costs in the second and third quarters of 2026, with such charges expected to be substantially complete by the third quarter of 2026.

Current wording

In April 2026, we announced a strategic realignment designed to further enhance our cost optimization efforts. These actions will enable us to direct resources towards continued investment in our Care Connect Suite and artificial intelligence initiatives, while sustaining our commitment to returning cash to stockholders. This realignment eliminated approximately 10% of our workforce, which is expected to result in annualized savings of over $6.0 million in payroll and related expenses and other operating expenses. The majority of the workforce reductions were completed in the second quarter of 2026, with the remainder expected to be completed in the third quarter of 2026.

Previous wording

The following table is a summary of our Condensed Consolidated Statement of Operations for the three months ended March 31, 2026 and 2025:

Current wording

The following table is a summary of our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025:

Previous wording

Wireless revenue decreased during the three months ended March 31, 2026, compared to the same period in 2025, primarily due to a decrease in paging revenue. The decrease in paging revenue was primarily driven by secular decreases in our wireless units in service, from 705 thousand units as of March 31, 2025 to 657 thousand units as of March 31, 2026. This decrease was partially offset by an increase in ARPU, as a result of price increases initiated in September of 2025. For the three months ended March 31, 2026, ARPU was $8.29, compared to $8.24 for the same period in 2025.

Current wording

Wireless revenue decreased during the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily due to a decrease in paging revenue. The decrease in paging revenue was primarily driven by secular decreases in our wireless units in service, from 694 thousand units as of June 30, 2025 to 645 thousand units as of June 30, 2026.

Previous wording

Software revenue decreased during the three months ended March 31, 2026, compared to the same period in 2025. The decrease was primarily due to a decrease in license, equipment and maintenance and subscription revenue, resulting from lower sales, alongside a decrease in professional services revenue. The decrease in professional services revenue was a result of lower utilization and billable hours for the three months ended March 31, 2026, as compared to the same period in 2025 within the professional services revenue - projects line. This decrease in projects was partially offset by our managed services offering, which has continued to grow and provides additional stability due to even revenue recognition over the contractual term, as compared to a revenue stream that has historically been highly dependent on individual project factors.

Current wording

Software revenue decreased during the six months ended June 30, 2026, compared to the same period in 2025. The decrease was primarily due to reduced license and equipment revenue, resulting from lower sales, alongside lower maintenance and subscription and professional services revenue. The decrease in professional services revenue was a result of lower utilization and billable hours, driven by a reduction in billable headcount within the professional services - projects line. This decrease in projects was partially offset by our managed services offering, which provides additional stability due to even revenue recognition over the contractual term, as compared to a revenue stream that has historically been highly dependent on individual project factors. The decrease in maintenance and subscription revenue resulted from higher churn.

Previous wording

•Technology Operations. These are expenses associated with the operation of our paging networks. Expenses consist largely of site rent expenses for transmitter locations, telecommunication expenses to deliver messages over our paging networks, and payroll and related expenses for our engineering and pager repair functions. We actively pursue opportunities to consolidate transmitters and other service, rental and maintenance expenses in order to maintain an efficient network while simultaneously ensuring adequate service for our customers. We believe continued reductions in these expenses will occur for the foreseeable future as we continue to consolidate our networks, although the benefits of such network rationalization efforts and resulting costs savings will continue to decline.

Current wording

•Technology Operations. These are expenses associated with the operation of our paging networks. Expenses consist largely of site rent expenses for transmitter locations, telecommunication expenses to deliver messages over our paging networks, and payroll and related expenses for our engineering and pager repair functions. We actively pursue opportunities to consolidate transmitters and other service, rental and maintenance expenses in order to maintain an efficient network while simultaneously ensuring adequate service for our customers. We believe continued reductions in these expenses will occur for the foreseeable future as we continue to consolidate our networks, although the benefits of such network rationalization efforts and resulting cost savings will continue to decline.

Previous wording

•Selling and Marketing. The sales and marketing staff are involved in selling our communication solutions primarily in the United States. These expenses support our efforts to maintain gross placements of units in service, which mitigated the impact of disconnects on our wireless revenue base, and to identify business opportunities for additional or future software sales. We maintain a centralized marketing function that is focused on supporting our products and vertical sales efforts by strengthening our brand, generating sales leads and facilitating the sales process. These marketing functions are accomplished through targeted email campaigns, webinars, regional and national user conferences, monthly newsletters and participation at industry trade shows. Expenses consist largely of payroll and related expenses, commissions and other costs such as travel and advertising costs.

Current wording

•Selling and Marketing. The sales and marketing staff are involved in selling our communication solutions primarily in the United States. These expenses support our efforts to maintain gross placements of units in service, which mitigate the impact of disconnects on our wireless revenue base, and to identify business opportunities for additional or future software sales. We maintain a centralized marketing function that is focused on supporting our products and vertical sales efforts by strengthening our brand, generating sales leads and facilitating the sales process. These marketing functions are accomplished through targeted email campaigns, webinars, regional and national user conferences, monthly newsletters and participation at industry trade shows. Expenses consist largely of payroll and related expenses, commissions and other costs such as travel and advertising costs.

Previous wording

•General and Administrative. These are expenses associated with information technology and administrative functions, including finance and accounting, human resources and executive management. This classification consists primarily of payroll and related expenses, outside service expenses, taxes, licenses and permit expenses, and facility rent expenses.

Current wording

•General and Administrative. These are expenses associated with information technology and administrative functions, including finance and accounting, human resources and executive management. This classification consists primarily of payroll and related expenses, outside services expenses, taxes, licenses and permit expenses, and facility rent expenses.

Previous wording

The following is a review of our operating expense categories for the three months ended March 31, 2026, and 2025.

Current wording

The following is a review of our operating expense categories for the three and six months ended June 30, 2026, and 2025.

Previous wording

Cost of revenue increased by $0.4 million, or 6.1%, for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by additional headcount within our professional services resources in conjunction with our efforts to better align staffing levels with our backlog. This increase was mostly offset by a decrease in cost of sales resulting from lower hardware sales, as well as cost optimization efforts.

Current wording

Cost of revenue decreased by $0.6 million, or 7.7%, for the three months ended June 30, 2026, and $0.1 million, or 0.8%, for the six months ended June 30, 2026, compared to the same periods in 2025. The decrease was driven by a reduction in headcount within our professional services group and lower equipment costs resulting from lower hardware sales, as well as cost optimization efforts.

Previous wording

Research and development expenses increased by $0.4 million, or 11.7%, for the three months ended March 31, 2026, compared to the same period in 2025. The increase was driven by additional headcount in conjunction with our continued effort to invest in the enhancement of our software solutions, in addition to an increase in technology costs.

Current wording

Research and development expenses increased by $0.2 million, or 7.0%, for the three months ended June 30, 2026, and $0.6 million, or 9.4%, for the six months ended June 30, 2026, compared to the same periods in 2025. The increases during the three and six months ended June 30, 2026 were driven by additional headcount and increased spend in outside services in conjunction with our continued investment in the enhancement of our software solutions, alongside an increase in technology costs.

Previous wording

Severance and restructuring expenses increased by $0.3 million, or 464.9%, for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily related to severance expenses incurred as a result of our continuous efforts to optimize costs.

Current wording

Severance and restructuring expenses increased by $1.5 million for the three months ended June 30, 2026, and $1.8 million for the six months ended June 30, 2026, compared to the same periods in 2025. The increases were primarily related to severance expenses incurred due to the reduction in headcount during the second quarter of 2026 as a result of the strategic realignment.

Previous wording

Provision for income taxes was $0.6 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively. Provision for income taxes decreased for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to the decrease in the pre-tax book income. Further details can be found in Note 11, "Income Taxes" in the Notes to Condensed Consolidated Financial Statements.

Current wording

Provision for income taxes was $1.5 million and $1.8 million for the three months ended June 30, 2026 and 2025, respectively. Provision for income taxes was $2.2 million and $2.9 million for the six months ended June 30, 2026 and 2025, respectively. Provision for income taxes decreased for the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily due to the decrease in pre-tax book income. Further details can be found in Note 11, "Income Taxes" in the Notes to Condensed Consolidated Financial Statements.

Previous wording

As of March 31, 2026, we held cash and cash equivalents of $17.1 million. The available cash and cash equivalents consist of cash in our operating accounts and cash invested in interest-bearing funds managed by third-party financial institutions. We maintain a majority of our cash and cash equivalents in accounts with major United States and multi-national financial institutions, and the majority of our deposits at these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect our business, financial condition and results of operations.

Current wording

As of June 30, 2026, we held cash and cash equivalents of $16.6 million. The available cash and cash equivalents consist of cash in our operating accounts and cash invested in interest-bearing funds managed by third-party financial institutions. We maintain a majority of our cash and cash equivalents in accounts with major United States and multi-national financial institutions, and the majority of our deposits at these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect our business, financial condition and results of operations.

Previous wording

For the three months ended March 31, 2026, and 2025, net cash used in investing activities was $0.6 million and $0.7 million, respectively. Net cash used in investing activities reflects purchases of property and equipment.

Current wording

For the six months ended June 30, 2026, and 2025, net cash used in investing activities was $1.2 million and $1.1 million, respectively. Net cash used in investing activities reflects purchases of property and equipment. For the six months ended June 30, 2025, the net cash also includes proceeds from the sale of a domain name.

Previous wording

For the three months ended March 31, 2026, and 2025, net cash used in financing activities was $10.0 million and $10.8 million, respectively. Net cash used in financing activities primarily consists of cash distributions to stockholders and the purchase of common stock for tax withholding purposes on vested equity awards.

Current wording

For the six months ended June 30, 2026, and 2025, net cash used in financing activities was $16.4 million and $17.1 million, respectively. Net cash used in financing activities primarily consists of cash distributions to stockholders and the purchase of common stock for tax withholding purposes on vested equity awards.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Software revenue increased during the three months ended June 30, 2026, compared to the same period in 2025. The increase was primarily due to higher license revenue generated from increased license bookings, partially offset by decreases in equipment, maintenance and subscription and professional services revenue. The decrease in professional services revenue was a result of lower billable hours, driven by a reduction in billable headcount within the professional services - projects line. This decrease in projects was partially offset by our managed services offering, which provides additional stability due to even revenue recognition over the contractual term, as compared to a revenue stream that has historically been highly dependent on individual project factors. The decrease in equipment revenue was due to lower sales, and the decrease in maintenance and subscription revenue resulted from higher churn.