RingCentral, Inc.

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

Description of Business

RingCentral, Inc. (the “Company”) is a global leader in AI-powered customer engagement, delivering an integrated platform for business phone, SMS, contact center, workforce engagement management, video collaboration, and messaging. The Company was incorporated in California in 1999 and was reincorporated in Delaware on September 26, 2013.

Basis of Presentation and Consolidation

The Company’s unaudited condensed consolidated financial statements and accompanying notes reflect all adjustments (all of which are normal, recurring in nature and those discussed in these notes) that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2026. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted under the rules and regulations of the Securities and Exchange Commission (“SEC”).

The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026.

The Company’s significant accounting policies are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to these policies that have had a material impact on the condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2026.

Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassification had no impact on total assets, results of operations, or cash flows

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The significant estimates made by management affect revenues, the allowance for doubtful accounts, deferred and prepaid sales commission costs, goodwill, useful lives of intangible assets, share-based compensation, capitalization of internally developed software, return reserves, derivative instruments, provision for income taxes, uncertain tax positions, valuation allowance related to deferred tax assets, change in the fair value of contingent consideration, loss contingencies, sales tax liabilities and accrued liabilities. Management periodically evaluates these estimates and will make adjustments prospectively based upon the results of such periodic evaluations. Actual results may differ from these estimates.

Related Party Transactions

In the ordinary course of business, the Company purchases health insurance services from UnitedHealthcare, a subsidiary of UnitedHealth Group, a provider of health insurance services to the Company. One of the Company’s directors serves as Senior Vice President and Chief Technology Officer of UnitedHealth Group. There wereno material amounts payable to or receivable from UnitedHealthcare as of September 30, 2026 and December 31, 2025. During the three and nine months ended September 30, 2026, the Company incurred total expenses of $6.5 million and $17.8 million, respectively, with UnitedHealthcare.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update No. 2024-03: Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which requires disaggregation of certain costs in a separate note to the financial statements, such as the amounts of employee compensation, depreciation and intangible asset amortization, included in each relevant expense caption in annual and interim financial statements. This ASU also requires disclosure of the total amount of selling expenses and our definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and for interim periods within annual periods beginning after December 15, 2027 on a retrospective or prospective basis, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its financial statement disclosures.

In September 2025, the FASB issued Accounting Standards Update No. 2025-06: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach. The Company is currently evaluating the impact of adopting ASU 2025-06 on its financial statements.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued Accounting Standards Update No. 2025-05: Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05), providing a practical expedient to calculating current expected credit losses for current accounts receivable and contract assets by assuming that the current conditions as of the balance sheet date will not change for the remaining life of the asset. This update is effective for annual reporting periods beginning after December 15, 2025 and for interim periods within those annual periods, and is applied prospectively. The Company adopted ASU 2025-05 effective January 1, 2026 and applied the guidance prospectively. In connection with this adoption, the Company elected to apply the practical expedient permitted by the standard, which assumes that current conditions as of the balance sheet date do not change for the remaining life of the assets. The adoption of ASU 2025-05 did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

Note 2. Revenue

The Company derives its revenues primarily from subscriptions, sale of products, and professional services. Revenues are recognized when control is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or products.

Disaggregation of revenue

Revenue by geographic location is based on the billing address of the customer. The following table provides information about disaggregated revenue by primary geographical markets:

The Company derived over 90% of subscription revenues from RingEX and RingCentral contact center solutions for the three and nine months ended September 30, 2026 and 2025. For the three and nine months ended September 30, 2026 and 2025, RingCentral contact center solutions represented over 10% of total revenues.

Deferred revenue

During the three and nine months ended September 30, 2026, the Company recognized revenue of $35.9 million and $248.1 million, respectively, that was included in the corresponding deferred revenue balance at the beginning of the year.

Remaining performance obligations

The typical subscription term ranges fromone month tofive years. Contract revenue as of September 30, 2026 that has not yet been recognized was approximately $2.7 billion. This excludes contracts with an original expected length of less than one year. Of these remaining performance obligations, the Company expects to recognize revenue of 56% of this balance over the next 12 months and 44% thereafter.

Other revenues

Other revenues are primarily comprised of product revenue from the sale of pre-configured phones, and professional services. Product revenues from the sale of pre-configured phones were $13.4 million and $11.4 million for the three months ended September 30, 2026 and 2025, respectively, and $38.6 million and $35.0 million for the nine months ended September 30, 2026 and 2025, respectively.

Note 3. Financial Statement Components

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

As of September 30, 2026 and December 31, 2025, $8.4 million included in the cash balance above represents restricted cash held in the form of a bank deposit for the issuance of a foreign bank guarantee.

Accounts receivable, net consisted of the following (in thousands):

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

Property and equipment, net consisted of the following (in thousands):

Total depreciation and amortization expense related to property and equipment was $23.3 million and $21.9 million for the three months ended September 30, 2026 and 2025, respectively, and $68.7 million and $65.1 million for the nine months ended September 30, 2026 and 2025, respectively.

A summary of activity of the Company’s carrying value of goodwill during the nine months ended September 30, 2026 is presented in the following table (in thousands):

The carrying values of intangible assets are as follows (in thousands):

Amortization expense from acquired intangible assets for the three months ended September 30, 2026 and 2025 was $33.3 million and $34.6 million, respectively, and $101.9 million and $101.3 million for the nine months ended September 30, 2026 and 2025, respectively. Amortization of developed technology is included in cost of revenues and amortization of customer relationships is included in sales and marketing expenses in the Condensed Consolidated Statements of Operations.

Estimated amortization expense for acquired intangible assets for the following fiscal years is as follows (in thousands):

Accrued liabilities consisted of the following (in thousands):

Deferred and Prepaid Sales Commission Costs

Amortization expense for the deferred and prepaid sales commission costs was $39.0 million and $41.1 million for the three months ended September 30, 2026 and 2025, respectively, and $117.8 million and $123.0 million for the nine months ended September 30, 2026 and 2025, respectively. There wasno impairment loss in relation to the deferred commissions costs capitalized for the periods presented.

The Company evaluates the recoverability of its deferred and prepaid sales commission balance whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable.

During the three months ended June 30, 2026, the Company and Avaya amended their strategic partnership arrangement pursuant to which existing Avaya Cloud Office by RingCentral (ACO) customers will transition to a RingCentral branded offering, while RingCentral will remain Avaya’s exclusive multi-tenant cloud UCaaS offering. ACO customer and partner support will also transition to RingCentral. In connection with the amendment, the Company released Avaya from certain obligations and the transaction resulted in a gain of $15 million, included in other income (expense), net in the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2026.

Note 4. Fair Value of Financial Instruments

The Company measures and reports certain cash equivalents, including money market funds, derivative interest rate swap agreement, and contingent consideration at fair value in accordance with the provisions of the authoritative accounting guidance that addresses fair value measurements. This guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1: Observable inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Other inputs, such as quoted prices for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3: Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies or similar techniques.

The financial instruments carried at fair value were determined using the following inputs (in thousands):

The Company’s other financial instruments, including accounts receivable, other current assets, accounts payable, accrued liabilities and other liabilities, are carried at cost, which approximates fair value due to the relatively short maturity of those instruments.

Fair Value of Long-Term Debt

As of September 30, 2026, the carrying amount of the term loan (the “Term Loan”) was $916.9 million. As there are no embedded features or other variable features, the fair value of the Term Loan approximated its carrying value.

As of September 30, 2026, the fair value of the 8.50% senior notes due 2030 (the “2030 Senior Notes”) was approximately $103.3 million. The fair value for the 2030 Senior Notes was determined based on the quoted price for such notes in an inactive market on the last trading day of the reporting period and is considered as Level 2 in the fair value hierarchy.

Fair Value of Derivative Instruments

The Company’s interest rate swap derivative, which is considered as Level 2 in the fair value hierarchy, is valued using a discounted cash flow model that utilizes observable inputs including forward interest rate data at the measurement date.

Fair Value of Contingent Consideration

The contingent consideration as presented in the fair value table above is related to the Company’s acquisitions in the third quarter of 2025 and first quarter of 2026, and represents the future potential earn-out payments based on the achievement of specified performance targets. The fair value of the contingent consideration liability was determined using significant unobservable inputs including the discount rate and projected revenues. This liability is also classified as Level 3 within the fair value hierarchy.

Note 5. Long-Term Debt

The following table sets forth the net carrying amount of the Company’s long-term debt (in thousands):

(1)The Company drew down the remaining $50.0 million available under the Term Loan during the quarter ended September 30, 2026. No amount remains available for drawdown as of September 30, 2026.

(2)The Company has $305.0 million available for borrowing under the Revolving Credit Facility as of September 30, 2026.

(3)The Company settled the remaining $609.1 million principal of the 2026 Convertible Notes in cash on the original maturity date in March 2026.

(4)As of September 30, 2026, the current portion of long-term debt, net, consists of the $48.9 million in expected principal payments due on the Term Loan. The Term Loan requires quarterly principal payments of approximately 1.27% of the refinanced $960.0 million principal amount drawn, with balance due at maturity.

The following table sets forth the future minimum principal payments for long-term debt as of September 30, 2026 (in thousands):

As of October 22, 2026, total outstanding principal amount was $996.9 million due to a subsequent repayment. In October 2026, the Company also issued a notice to redeem $25.0 million aggregate principal amount of its 2030 Senior Notes which will be due and payable on October 23, 2026. Following the redemption, the total outstanding principal amount will be $971.9 million.

2030 Senior Notes

In August 2023, the Company issued $400.0 million aggregate principal amount of the 2030 Senior Notes in a private offering. The 2030 Senior Notes are senior unsecured obligations of the Company and bear interest at a fixed rate of 8.5% per annum payable semi-annually in arrears on February 15th and August 15th of each year. The 2030 Senior Notes are guaranteed by the Company’s domestic subsidiaries and are subject to certain covenants and redemption provisions outlined in the indenture governing the 2030 Senior Notes (the “Senior Notes Indenture”).

In June 2025, the Company repurchased $50.0 million of principal on its 2030 Senior Notes for an aggregate repurchase price of $53.9 million. This repurchase resulted in the recognition of a $4.7 million loss on debt extinguishment. In

March 2026, the Company repurchased $25.0 million of principal on its 2030 Senior Notes for an aggregate repurchase price of $26.3 million. This repurchase resulted in the recognition of a $1.6 million loss on debt extinguishment. In April 2026, the Company repurchased $75.0 million of principal on its 2030 Senior Notes for an aggregate repurchase price of $78.8 million. This repurchase resulted in the recognition of a $4.8 million loss on debt extinguishment. During the three months ended September 30, 2026, the Company repurchased $150.0 million of principal on its 2030 Senior Notes for an aggregate repurchase price of $156.4 million. This repurchase resulted in the recognition of an $8.3 million loss on debt extinguishment. These losses, primarily due to call premiums, are recorded in Other income (expense), net in the Condensed Consolidated Statements of Operations.

As of September 30, 2026, the carrying value of the outstanding 2030 Senior Notes, net of unamortized debt discount and issuance costs, was $98.7 million, and the Company was in compliance with all covenants under the Senior Notes Indenture. The effective interest rate on the 2030 Senior Notes was 8.9% as of September 30, 2026. .

Credit Agreement

The Company maintains a credit agreement with certain lenders, as amended through September 2025 (the "Credit Agreement"), which provided for delayed draw term loan commitments (the"Term Loan") and a revolving credit facility (the "Revolving Credit Facility").

On March 12, 2026, the Company borrowed $600.0 million under the Term Loan and used the proceeds, together with $9.1 million of cash on hand, to repay in full the $609.1 million outstanding principal amount of the 2026 Convertible Notes. During the three months ended September 30, 2026, the Company drew down the remaining $50.0 million available under the Term Loan, which is now fully drawn. Additionally, the $305.0 million Revolving Credit Facility commitments remain available for draw until September 11, 2030, at which time it will terminate, and all outstanding revolving loans under the facility will be due and payable. The Company will continue to pay a quarterly ticking fee of up to 0.35% per annum on the daily unused amount of the Revolving Credit Facility commitments until the earlier of the funding or the end of the availability period. Any drawdown under the Credit Agreement would be subject to compliance with the restrictive covenants in the Senior Notes Indenture.

The credit facilities are guaranteed by certain material domestic subsidiaries of the Company, and secured by substantially all of the personal property of the Company and such subsidiary guarantors.

Borrowings under the Credit Agreement bear interest, at the Company’s option, at either: (a) the fluctuating rate per annum equal to the greatest of (i) the prime rate then in effect, (ii) the federal funds rate then in effect, plus 0.5% per annum, (iii) an adjusted term Secured Overnight Financing Rate (“SOFR”) determined on the basis of a one-month interest period plus 1.0% and (iv)1.0%, in each case, plus a margin of between 0.375% and 1.375%; and (b) an adjusted term SOFR rate (based on one, three or six month interest periods), plus a margin of between 1.375% and 2.375%. The applicable margin in each case is determined based on the Company’s total net leverage ratio and varies between tranches of Term Loans. Interest is payable quarterly in arrears with respect to borrowings bearing interest at the alternate base rate or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at the term SOFR rate.

As of September 30, 2026, the carrying value of the Term Loan, net of unamortized debt discount and issuance costs, was $911.8 million. As of September 30, 2026, the Company had incurred $18.5 million of total debt issuance costs in connection with the Credit Agreement, of which $12.1 million was capitalized in the Condensed Consolidated Balance Sheets in the respective prior periods and amortized primarily using the effective interest rate over the term of the Credit Agreement, while the remaining amount was expensed in the prior periods incurred. As of September 30, 2026, the effective interest rate on the Term Loan was 5.9%. As of September 30, 2026, the Company was in compliance with all covenants under the Credit Agreement.

The following table sets forth the interest expense recognized related to long-term debt (in thousands):

Convertible Notes

In March 2026, the Company repaid the remaining $609.1 million of principal of the 2026 Convertible Notes using $600.0 million drawn under the Term Loan, and $9.1 million of cash on hand. Following this repayment, no convertible notes remain outstanding.

Note 6. Derivative Instruments

In May 2023, the Company entered into afive-year floating-to-fixed interest rate swap agreement with the objective of reducing exposure to the fluctuating interest rates associated with the Company’s variable rate borrowing program by paying quarterly a fixed interest rate of 3.79%, plus a margin of 2% to 3%. The interest rate swap agreement became effective on June 30, 2023, and terminates on February 14, 2028.

The Company’s interest rate swap agreement is designated as a cash flow hedge under ASC 815, Derivatives and Hedging (“ASC 815”). These hedges are highly effective in offsetting changes in the Company’s future expected cash flows due to the fluctuation of the Company’s variable rate debt. The Company monitors the effectiveness of its hedges on a quarterly basis. The Company does not hold its interest rate swap agreement for trading or speculative purposes. The Company recognizes its interest rate derivative designated as a cash flow hedge on a gross basis as an asset and a liability at fair value in the Condensed Consolidated Balance Sheets. The unrealized gains and losses on the interest rate swap agreement are included in other comprehensive income (loss) and are subsequently recognized in earnings within or against interest expense when the hedged interest payments are accrued.

As of September 30, 2026, the interest rate swap agreement had a notional amount of $335.0 million, of which $285.0 million remained designated as a cash flow hedge of the Company’s floating-rate debt. During the quarter ended June 30, 2025, $50 million of the swap was dedesignated from hedge accounting following the early repayment of $50.0 million of the Term Loan under the Credit Agreement.

During the three and nine months ended September 30, 2026, the Company reclassified $0.3 million and $0.8 million, respectively, from accumulated other comprehensive income (loss) to earnings as an offset and reduction to interest expense. As of September 30, 2026, the Company estimates the net amount related to the interest rate swaps under the interest rate swap agreement expected to be reclassified into earnings over the next 12 months is approximately $1.9 million.

Note 7. Business Combinations

On February 6, 2026, the Company acquired a messaging platform company adding to our global messaging and communications capabilities.

Total consideration of $15.2 million comprised of $8.0 million cash paid at closing, net of $1.3 million cash acquired, a $4.0 million indemnity holdback payable, paid on August 6, 2026, and $1.9 million representing the acquisition-date fair value of contingent consideration. The maximum amount payable under contingent consideration is $6.0 million. The transaction was accounted for as a business combination. The preliminary purchase price allocation, based on estimated fair values, included $11.0 million of identified intangible assets, comprising customer relationships and developed technology, $5.7 million of goodwill, and $1.6 million of net liabilities assumed. The acquired intangible assets have a weighted-average useful life offour years. .

Note 8. Leases

The Company primarily leases facilities for office and data center space under non-cancelable operating leases for its U.S. and international locations. As of September 30, 2026, non-cancelable leases expire on various dates between 2026 and 2031.

During the three months ended September 30, 2026, the Company recognized an incremental right of use assets and liabilities of $1.3 million, related to the extension of its corporate headquarters lease through July 31, 2031, pursuant to a Third Amendment to the lease executed on July 22, 2026.

Generally, the non-cancelable leases include one or more options to renew, with renewal terms that can extend the lease term fromone tosix years. The Company has the right to exercise or forego the lease renewal options. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

As of September 30, 2026 and December 31, 2025, the balance sheet components of leases were as follows (in thousands):

As of September 30, 2026, maturities of operating lease liabilities were as follows (in thousands):

The supplemental cash flow information related to operating leases for the nine months ended September 30, 2026 and 2025 were as follows (in thousands):

Other information related to operating leases were as follows:

Note 9. Commitments and Contingencies

Legal Matters

The Company is subject to certain legal proceedings and from time to time may be involved in a variety of claims, lawsuits, investigations, and proceedings relating to contractual disputes, intellectual property rights, employment matters, regulatory compliance matters, and other litigation matters relating to various claims that arise in the normal course of business.

The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing specific litigation and regulatory matters using reasonably available information. The Company develops its views on estimated losses in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, assuming various combinations of appropriate litigation and settlement strategies. Actual claims could settle or be adjudicated against the Company in the future for materially different amounts than the Company has accrued due to the inherently unpredictable nature of litigation. Legal fees are expensed in the period in which they are incurred.

Note 10. Stockholders’ Deficit

Share Repurchase Programs

Under the Company’s share repurchase programs, share repurchases may be made at the Company’s discretion from time to time in open market transactions, privately negotiated transactions, or other means, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934. The programs do not obligate the Company to repurchase any specific dollar amount or to acquire any specific number of shares of its Class A Common Stock. The timing and number of any shares repurchased under the programs will depend on a variety of factors, including stock price, trading volume, and general business and market conditions.

The following tables summarize the share repurchase activity of the Company’s Class A Common Stock for the three and nine months ended September 30, 2026 and 2025 (in thousands):

(1)The number of shares reflected in the Condensed Consolidated Statements of Stockholders’ Deficit may differ from the shares reported in the table above due to the timing of trade settlement. Shares are recorded in Stockholders’ Deficit on the settlement date, whereas the table above reflects shares on the trade date. The amounts repurchased are net of excise taxes and broker's commissions.

As of September 30, 2026, approximately $308.9 million remained authorized and available under the Company’s share repurchase programs for future share repurchases.

Dividends

The following table summarizes our dividend activity for the periods presented (in thousands, except per share data):

In October 2026, the Company’s Board of Directors approved a cash dividend of $0.125 per share. The dividend is payable on November 20, 2026 to stockholders of record as of the close of business on November 6, 2026, on each of the Company's Class A common stock, Class B common stock, and Series A Convertible Preferred Stock (on an as-converted basis).

The declaration, payment, and amount of any future dividends will be at the discretion of the Company’s Board of Directors and will depend on, among other factors, our results of operations, financial condition, liquidity, capital requirements, and other factors deemed relevant by the Board.

Note 11. Share-Based Compensation

A summary of share-based compensation expense recognized in the Condensed Consolidated Statements of Operations is as follows (in thousands):

A summary of share-based compensation expense by award type is as follows (in thousands):

Equity Incentive Plans

As of September 30, 2026, a total of 15,363,628 shares remained available for grant under the Company’s Amended and Restated 2013 Equity Incentive Plan (the “2013 Plan”).

Employee Stock Purchase Plan

The Company’s ESPP allows eligible employees to purchase shares of the Company’s Class A Common Stock at a discounted price through payroll deductions.

As of September 30, 2026, there was a total of $0.8 million of unrecognized share-based compensation expense, net of estimated forfeitures, related to the ESPP, which will be recognized on a straight-line basis over the remaining weighted-average vesting periods of approximately 0.1 years. As of September 30, 2026, a total of 7,273,439 shares were available for issuance under the ESPP.

Restricted and Performance Stock Units

A summary of activity of restricted and performance-based stock units as of September 30, 2026, and changes during the period then ended is presented in the following table:

Restricted Stock Units

The 2013 Plan provides for the issuance of RSUs to employees, directors, and consultants. RSUs issued under the 2013 Plan generally vest overtwo years.

As of September 30, 2026, there was a total of $113.4 million of unrecognized share-based compensation expense, net of estimated forfeitures, related to RSUs, which will be recognized on a straight-line basis over the remaining weighted-average vesting periods of approximately 1.2 years.

Performance Stock Units

The 2013 Plan provides for the issuance of PSUs. The PSUs granted under the 2013 Plan are contingent upon the achievement of predetermined market, performance, and service conditions which are independently measured. The Company uses a Monte Carlo simulation model to determine the fair value of its market condition PSUs. The grant date fair value of performance-based PSUs are valued based on the Company’s stock price at the grant date. PSU expense is recognized using the graded vesting method over the requisite service period. For performance-based metrics, the compensation expense is based on a probability of achievement of the performance conditions. For market-based conditions, if the market conditions are not met but the service conditions are met, the PSUs will not vest; however, any stock-based compensation expense recognized will not be reversed.

For the majority of the PSUs granted, the number of shares of common stock to be issued at vesting will range from 0% to 200% of the target number based on the achievement of the different performance and market conditions over the respective measurement period. The PSUs generally vest over atwo-year period.

As of September 30, 2026, there was a total of $38.9 million unrecognized share-based compensation expense, net of estimated forfeitures, related to these PSUs, which will be recognized over the remaining service period of approximately 0.8 years.

Employee Equity Compensation Plans

The Company’s board of directors adopted employee equity bonus plans (“Plans”), which allow the recipients to earn fully vested shares of the Company’s Class A Common Stock upon the achievement of quarterly service and/or performance conditions. During the three and nine months ended September 30, 2026, the Company issued 188,025 and 776,356 shares of Class A Common Stock, respectively, under the employee equity bonus plans. The shares under these Plans are issued from the reserve of shares available for issuance under the 2013 Plan. The total requisite service period for these Plans is approximately 0.4 years.

The unrecognized share-based compensation expense as of September 30, 2026 was approximately $3.4 million, which will be recognized over the remaining service period of 0.1 years.

Note 12. Income Taxes

The Company computes its (benefit from) provision for income taxes for interim periods using an estimated annual effective tax rate based on anticipated annual pretax income or loss. The estimated annual effective tax rate is applied to the Company’s year-to-date income or loss, and is adjusted for discrete items recorded in the period.

The (benefit from) provision for income taxes was $(541.7) million and $(0.5) million for the three months ended September 30, 2026 and 2025, respectively, and $(535.1) million and $7.9 million for the nine months ended September 30, 2026 and 2025, respectively. The benefit for income taxes recorded in the three and nine months ended September 30, 2026, consists primarily of the partial release of the valuation allowance on U.S. deferred tax assets.

The Company regularly assesses the need for a valuation allowance on its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of all available evidence, whether it's more-likely-than-not that some or all of the deferred tax assets will be realized.

Historically, the Company concluded that a valuation allowance was required against its deferred tax assets based on management’s determination that it was not more likely than not that those assets would be realized. As of September 30, 2026, the Company concluded that it was more likely than not that its some of its domestic deferred tax assets would be realized and, accordingly, that a valuation allowance against them was no longer required, primarily due to the Company’s cumulative prior twelve quarter U.S. pre-tax income, as well as its recent and anticipated future earnings.

Based on the Company’s analysis above, the Company concluded that it is more likely than not that the majority of its U.S. deferred tax assets are realizable. As a result, the Company released $544.9 million of the valuation allowance on its U.S. deferred tax assets as of September 30, 2026. The release related primarily to U.S. federal and state net operating loss carryforwards, tax credit carryforwards, and capitalized research and development expenditures.

As the change in valuation allowance occurred during an interim period, the Company included the change in valuation allowance resulting from current year ordinary income in the estimated annual effective tax rate and recorded the release of the valuation allowance as a discrete tax benefit in the interim period. This resulted in the recognition of incremental deferred tax assets and an income tax benefit of $544.9 million during the three month months ended September 30, 2026.

The Company has recorded current U.S. income tax expense of $3.9 million and $10.1 million for the three and nine months ended September 30, 2026.

The Company’s judgment regarding the need for a valuation allowance may reasonably change in future reporting periods due to many factors, including changes in expectations of future profitability in the U.S. and changes in tax laws or regulations. The Company will continue to maintain a valuation allowance against deferred tax assets where it believes it is more likely than not that they will not be realized. The remaining U.S. valuation allowance as of September 30, 2026 was $43.2 million, maintained against deferred tax assets related to capital losses and certain state net operating losses.

During the three and nine months ended September 30, 2026, there were no material changes to the total amount of unrecognized tax benefits.

Note 13. Basic and Diluted Net Income Per Share

The Company computes net income per share using the two-class method required for multiple classes of common stock and participating Series A Convertible Preferred Stock. The Company’s Series A Convertible Preferred Stock (“Preferred Stock”) participates in dividends declared on an as-converted basis. Basic net income per share is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by giving effect to all potential shares of common stock, stock options, restricted stock units, performance stock units, ESPP, convertible notes, and Preferred Stock, to the extent dilutive.

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

The following table summarizes the potentially dilutive common shares that were excluded from diluted weighted-average common shares outstanding because including them would have had an anti-dilutive effect (in thousands):

Note 14. Restructuring Activities

During the three and nine months ended September 30, 2026, the Company incurred restructuring costs of $12.9 million and $23.3 million, respectively, as part of the broader efforts to optimize the Company’s cost structure. The restructuring costs primarily consisted of severance payments, employee benefits, contract termination costs, and exit charges associated with the closure of facilities and related costs. The Company expects to substantially complete these actions in 2026, subject to local law and consultation requirements in certain countries. The Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of or in connection with the implementation of these actions.

The following table summarizes the Company’s restructuring costs that were recorded as an operating expense in the accompanying Condensed Consolidated Statements of Operations during the three and nine months ended September 30, 2026 and 2025 (in thousands):

The following table summarizes the Company’s restructuring liability that is included in accrued liabilities in the accompanying Condensed Consolidated Balance Sheets (in thousands):

Note 15. Segment Information

The Chief Executive Officer, who functions as the chief operating decision maker (“CODM”), oversees the Company’s business activities at the consolidated level as a single operating and reportable segment. The factors used to identify the Company’s single operating segment include the organizational structure of the Company and the financial information available for evaluation by the CODM. The CODM uses consolidated net income (or loss) and operating margin to evaluate financial performance and make decisions regarding resource allocation, including setting target revenue growth and distributing the budget across cost of revenues, research and development, sales and marketing, and general and administrative expenses.

The following table presents selected financial information for the Company’s single operating segment for the three and nine months ended September 30, 2026 and 2025 (in thousands):

(1)Other segment items mainly consist of personnel costs, third-party commissions, and advertising and marketing costs.

(2)Includes interest income of $0.8 million and $0.8 million for the three months ended September 30, 2026 and 2025, respectively, and $1.8 million and $2.4 million for the nine months ended September 30, 2026 and 2025, respectively.

See the condensed consolidated financial statements for other financial information regarding the Company’s operating segment.

Refer to Note 2 -Revenue in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information about revenue by geographic location.

Concentrations

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Although the Company deposits its cash with multiple financial institutions, its deposits, at times, may exceed federally insured limits. The Company’s accounts receivable are primarily derived from sales by resellers and to direct customers. The Company maintains an allowance for doubtful accounts for estimated potential credit losses. As of September 30, 2026 and December 31, 2025, none of the Company’s customers accounted for more than 10% of the Company’s total accounts receivable. For the three and nine months ended September 30, 2026 and 2025, none of the Company’s customers accounted for more than 10% of the Company’s total revenues or subscriptions revenues.

Long-lived assets by geographic location are based on the location of the legal entity that owns the asset. As of September 30, 2026 and December 31, 2025, approximately 84% and 87% of the Company’s consolidated long-lived assets were located in the U.S. No other single country outside of the U.S. represented more than 10% of the Company’s consolidated long-lived assets as of September 30, 2026 and December 31, 2025.