Phreesia, Inc.

Previous wording

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q and our financial statements and related notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the SEC on March 13, 2025. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. As a result of many factors, including those factors set forth under “Risk Factors” and “Special Note Regarding Forward-Looking Statements”: in this Quarterly Report on Form 10-Q, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the follow discussion and analysis. When we use the terms “we,” “us,” “our,” “Phreesia,” the “Company” or similar words in this report, we are referring to, as the context may require, (i) for periods prior to November 12, 2025, Phreesia, Inc., a Delaware corporation, together with its subsidiaries Access eForms, LLC, a Texas limited liability company; ConnectOnCall.com, LLC, a New York limited liability company; Insignia Health, LLC, an Oregon limited liability company; MediFind, Inc., a Delaware corporation; Phreesia International LLC , a Delaware limited liability company; and Phreesia India Private Limited, an India private limited company and (ii) for periods on or after November 12, 2025, this also includes AccessOne Parent Holdings, Inc., a Delaware corporation, and its subsidiaries (“AccessOne”). Because the AccessOne Acquisition (as defined below) was completed on November 12, 2025, subsequent to the end of the quarter, AccessOne’s results are not included in this discussion and, unless the context provides otherwise, the disclosures included herein are solely with respect to our business prior to the closing of the AccessOne Acquisition.

Current wording

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q and our financial statements and related notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on March 31, 2026. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” and “Special Note Regarding Forward-Looking Statements”: section of this Quarterly Report on Form 10-Q, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our fiscal year ends January 31. References to fiscal 2027 and 2026 refer to the fiscal years ending January 31, 2027 and 2026, respectively. When we use the terms “we,” “us,” “our,” “Phreesia,” the “Company” or similar words in this report, we are referring to, as the context may require, (i) for periods prior to November 12, 2025, Phreesia, Inc., a Delaware corporation, together with its subsidiaries Access eForms, LLC, a Texas limited liability company; ConnectOnCall.com, LLC, a New York limited liability company; Insignia Health, LLC, an Oregon limited liability company; MediFind, Inc., a Delaware corporation; Phreesia International LLC, a Delaware limited liability company; and Phreesia India Private Limited, an India private limited company and (ii) for periods on or after November 12, 2025, this also includes AccessOne Parent Holdings, Inc., a Delaware corporation, and its subsidiaries (“AccessOne”).

Previous wording

•Total revenue increased 13% to $120.3 million in the three months ended October 31, 2025, as compared to $106.8 million in the three months ended October 31, 2024.

Current wording

•Total revenue increased 13% to $130.9 million in the three months ended April 30, 2026, as compared to $115.9 million in the three months ended April 30, 2025.

Previous wording

•Net income was $4.3 million in the three months ended October 31, 2025, as compared to net loss of $14.4 million in the three months ended October 31, 2024.

Current wording

•Net income was $3.0 million in the three months ended April 30, 2026, as compared to net loss of $3.9 million in the three months ended April 30, 2025.

Previous wording

For a reconciliation of Adjusted EBITDA to net income (loss) and a reconciliation of free cash flow to net cash provided by operating activities, and for more information as to how we calculate such measures, see the section below titled “Non-GAAP financial measures.”

Current wording

Adjusted EBITDA and Free cash flow are Non-GAAP measures. For a reconciliation of Adjusted EBITDA to net income (loss) and a reconciliation of free cash flow to net cash provided by operating activities, and for more information as to how we define and calculate such measures, see the section below titled “Non-GAAP financial measures.”

Previous wording

Our revenue growth has been primarily organic and reflects our significant addition of new healthcare services clients. New healthcare services clients are defined as clients that go live in the applicable period and existing healthcare services clients are defined as clients that go live in any period before the applicable period.

Current wording

Historically, our revenue growth has been primarily organic and has reflected our significant addition of new healthcare services clients. New healthcare services clients are defined as clients that go live in the applicable period and existing healthcare services clients are defined as clients that go live in any period before the applicable period.

Previous wording

Our business is directly and indirectly affected by macroeconomic conditions, geopolitical conditions and the state of global financial markets. Geopolitical uncertainty resulting, in part, from the military conflict between Russia and Ukraine and the conflict in the Middle East, as well as other macro-economic conditions, such as the impact of pandemics, changes in interest rates, inflation in the cost of goods, services and labor, tariff and trade issues, or a recession or an economic slowdown in the U.S. or internationally, have contributed to significant volatility and declines in global financial markets. The uncertainty over the extent and duration of the ongoing conflicts and these macroeconomic conditions continues to cause disruptions to businesses and markets worldwide. Additionally, the U.S. federal government has caused, and may continue to cause, additional geopolitical and macroeconomic uncertainty. While none of these factors individually has had a material impact on our business to date, it is difficult to predict the potential impact these factors may have on our future business results or in the financial condition or purchasing patterns of our customers, partners and suppliers, and each could adversely impact our business operations, financial performance and results of operations. We continue to closely monitor these macroeconomic and geopolitical developments and their potential impact on our business and financial condition.

Current wording

Our business is directly and indirectly affected by macroeconomic conditions, geopolitical conditions and the state of global financial markets. Geopolitical uncertainty resulting, in part, from the military conflict between Russia and Ukraine and the conflict in the Middle East, as well as other macro-economic conditions, such as the impact of pandemics, changes in interest rates, inflation in the cost of goods, services and labor, tariff and trade issues, or a recession or an economic slowdown in the U.S. or internationally, have contributed to significant volatility and declines in global financial markets. The uncertainty over the extent and duration of the ongoing conflicts and these macroeconomic conditions continues to cause disruptions to businesses and markets worldwide. Additionally, the U.S. federal government has caused, and may continue to cause, additional geopolitical and macroeconomic uncertainty. For example, certain of our network solutions clients are committing fewer dollars due to brand-specific dynamics and the impact of regulatory policies, though we do not believe these developments are signaling a structural shift in demand for our solutions. While none of these factors individually has had a material impact on our business to date, it is difficult to predict the potential impact these factors may have on our future business results or in the financial condition or purchasing patterns of our customers, partners and suppliers, and each could adversely impact our business operations, financial performance and results of operations. We continue to closely monitor these macroeconomic and geopolitical developments and their potential impact on our business and financial condition.

Previous wording

•AHSCs. We define AHSCs as the average number of clients that generate subscription and related services or payment processing fees revenue each month during the applicable period. In cases where we act as a subcontractor providing white-label services to our partner's clients, we treat the contractual relationship as a single healthcare services client. We believe growth in AHSCs is a key indicator of the performance of our business and depends, in part, on our ability to successfully develop and market our solutions to healthcare services organizations that are not yet clients. We believe growth in AHSCs provides useful information to investors as an important indicator of expected revenue growth. In addition, growth in AHSCs informs our management of the areas of our business that will require further investment to support expected future AHSC growth. For example, as AHSCs increase, we may need to add to our customer support team and invest to maintain effectiveness and performance of our solutions for our healthcare services clients and their patients.

Current wording

•AHSCs. We define AHSCs as the average number of clients that generate subscription and related services or payment solutions revenue each month during the applicable period. In cases where we act as a subcontractor providing white-label services to our partner's clients, we treat the contractual relationship as a single healthcare services client. We believe growth in AHSCs is a key indicator of the performance of our business and depends, in part, on our ability to successfully develop and market our solutions to healthcare services organizations that are not yet clients. We believe growth in AHSCs provides useful information to investors as an important indicator of expected revenue growth. In addition, growth in AHSCs informs our management of the areas of our business that will require further investment to support expected future AHSC growth. For example, as AHSCs increase, we may need to add to our customer support team and invest to maintain effectiveness and performance of our solutions for our healthcare services clients and their patients.

Previous wording

•Total revenue per AHSC. We define total revenue per AHSC as total revenue in a given period divided by the number of AHSCs during that same period. Our healthcare services clients directly generate subscription and related services and payment processing fees revenue. Additionally, our relationships with healthcare services clients who subscribe to our solutions give us the opportunity to engage with life sciences companies, government entities, patient advocacy, public interest and not-for-profit and other organizations who deliver direct communication to patients through our solutions. As a result, we believe that our ability to increase total revenue per AHSC provides useful information to investors as an indicator of the long-term value of our solutions. Total revenue per AHSC was $26,622 for the three months ended October 31, 2025 compared to $25,207 for the same period in the prior year, an increase of 6%. The increase was primarily driven by revenue growth that outpaced AHSC growth.

Current wording

•Total revenue per AHSC. We define total revenue per AHSC as total revenue in a given period divided by the number of AHSCs during that same period. Our healthcare services clients directly generate subscription and related services and payment solutions revenue. Additionally, our relationships with healthcare services clients who subscribe to our solutions give us the opportunity to engage with life sciences companies, government entities, patient advocacy, public interest and not-for-profit and other organizations who deliver direct communication to patients through our solutions. As a result, we believe that our ability to increase total revenue per AHSC provides useful information to investors as an indicator of the long-term value of our solutions. Total revenue per AHSC was $27,811 for the three months ended April 30, 2026 compared to $26,283 for the same period in the prior year, an increase of 6%. The increase was primarily driven by network solutions revenue growth that outpaced AHSC growth.

Previous wording

•Patient payment volume. We believe that patient payment volume is an indicator of both the underlying health of our healthcare services clients’ businesses and the continuing shift of healthcare costs to patients. We measure patient payment volume as the total dollar volume of transactions between our healthcare services clients and their patients utilizing our payment platform, including via credit and debit cards that we process as a payment facilitator as well as cash and check payments and credit and debit transactions for which we act as a gateway to other payment processors.

Current wording

•Total managed payments. We define total managed payments as the sum of (i) our legacy patient payment volume, measured as the total dollar volume of transactions between our healthcare services clients and their patients utilizing our payment platform, including via credit and debit cards that we process as a payment facilitator as well as cash and check payments and credit and debit transactions for which we act as a gateway to other payment processors; and (ii) the average month-end outstanding balance of our managed portfolio of cardholder receivables, calculated as the average of the month-end balances during the applicable period. We believe total managed payments are a useful indicator of the scale and health of our payments ecosystem, reflecting both the volume of transactions we facilitate and the size of the receivables portfolio we service. Total managed payments are one of the primary drivers of our total payments revenue.

Previous wording

We generate revenue primarily from providing an integrated SaaS-based software and payment platform for the healthcare industry. We derive revenue from subscription fees and related services generated from our healthcare services clients for access to our solutions, payment processing fees based on the levels of patient payment volume we process, and from fees from life sciences companies and other organizations for delivering direct communications to help activate, engage and educate patients about topics critical to their health.

Current wording

We generate revenue primarily from providing an integrated SaaS-based software and payment platform for the healthcare industry. We derive revenue from subscription fees and related services generated from our healthcare services clients for access to our solutions, payment solutions fees based on patient payment processing volume, and financing fees based on a portfolio of cardholder receivables; and from fees from life sciences companies and other organizations for delivering direct communications to help activate, engage and educate patients about topics critical to their health.

Previous wording

•Payment processing fees. We generate revenue from payment processing fees based on the number of transactions and the levels of patient payment volume processed through our solutions. Payment processing fees are generally calculated as a percentage of the total transaction dollar value processed and/or a fee per transaction. The remainder of our patient payment volume is composed of credit and debit transactions for which Phreesia acts as a gateway to another payment processor, and cash and check transactions. Patient payment responsibility typically declines as a share of total spending as the calendar year progresses due to benefit design. Consistent with that trend, payment volume on a per client basis has historically been lower in the second half of our fiscal year as compared to the first half of our fiscal year.

Current wording

◦We generate revenue from payment processing fees based on the number of transactions and the levels of patient payment volume processed through our solutions. Payment processing fees are generally calculated as a percentage of the total transaction dollar value processed and/or a fee per transaction. The remainder of our patient payment volume is composed of credit and debit transactions for which Phreesia acts as a gateway to another payment processor, and cash and check transactions. Patient payment responsibility typically declines as a share of total spending as the calendar year progresses due to benefit design. Consistent with that trend, payment volume on a per client basis has historically been lower in the second half of our fiscal year as compared to the first half of our fiscal year.

Previous wording

Payment processing expense consists primarily of interchange fees set by payment card networks that are ultimately paid to the card-issuing financial institution, assessment fees paid to payment card networks, and fees paid to third-party payment processors and gateways. Payment processing expense may increase as a percentage of payment processing fees revenue if card networks raise pricing for interchange and assessment fees or if we reduce pricing to our clients.

Current wording

Payment solutions expense consists primarily of interchange fees set by payment card networks that are ultimately paid to the card-issuing financial institution, assessment fees paid to payment card networks, and fees paid to third-party payment processors and gateways. Payment solutions expense may increase as a percentage of payment solutions revenue if card networks raise pricing for interchange and assessment fees or if we reduce pricing to our clients. Payment solutions expense also includes fees payable in connection with the securitization, as well as direct costs of servicing cardholder receivables.

Previous wording

•Other income (expense), net. Other income (expense), net consists of foreign currency-related losses and gains and other miscellaneous income (expense).

Current wording

•Other (expense) income, net. Other (expense) income, net consists of foreign currency-related losses and gains and other miscellaneous income (expense).

Previous wording

Based upon our cumulative pre-tax losses in recent years and available evidence, we have determined that it is more likely than not that substantially all of our U.S. deferred tax assets as of October 31, 2025 will not be realized in the near term. Consequently, we have established a valuation allowance against our deferred tax assets that are not more likely than not to be realized. In future periods, if we conclude we have future taxable income sufficient to realize the deferred tax assets, we may reduce or eliminate the valuation allowance. Benefit (expense) from income taxes also includes U.S. state and local income taxes and foreign income taxes. We record unrecognized tax benefits as liabilities or as reductions to deferred tax assets and adjust these balances when our judgment changes as a result of the evaluation of new information previously not available.

Current wording

Based upon our cumulative pre-tax losses in recent years and available evidence, we have determined that it is more likely than not that the majority all of our U.S. deferred tax assets as of April 30, 2026 will not be realized in the near term. Consequently, we have established a valuation allowance against our deferred tax assets that are not more likely than not to be realized. In periods when we conclude we will have future taxable income sufficient to realize the deferred tax assets, we reduce the valuation allowance. Income tax expense also includes U.S. state and local income taxes and foreign income taxes. We record unrecognized tax benefits as liabilities or as reductions to deferred tax assets and adjust these balances when our judgment changes as a result of the evaluation of new information previously not available.

Previous wording

Comparison of results of operations for the three and nine months ended October 31, 2025 and 2024

Current wording

Comparison of results of operations for the three months ended April 30, 2026 and 2025

Previous wording

•Subscription and related services. Our subscription and related services revenue from healthcare services organizations increased $6.1 million to $55.5 million for the three months ended October 31, 2025, as compared to $49.4 million for the three months ended October 31, 2024, primarily due to new healthcare services clients as well as expansion of and cross-selling to existing healthcare services clients.

Current wording

•Subscription and related services. Our subscription and related services revenue from healthcare services organizations decreased $1.6 million to $52.7 million for the three months ended April 30, 2026, as compared to $54.4 million for the three months ended April 30, 2025, primarily due to one-time adjustments for non-recurring fees and a decline in one-time revenue recognition from license delivery.

Previous wording

•Payment processing fees. Our revenue from patient payments processed through our solutions increased $2.7 million to $27.4 million for the three months ended October 31, 2025, as compared to $24.7 million for the three months ended October 31, 2024, due to the addition of new healthcare services clients, which drove increases in patient visits and patient payments processed through our platform.

Current wording

•Payment solutions. Our payment solutions revenue increased $12.0 million to $41.9 million for the three months ended April 30, 2026, as compared to $29.9 million for the three months ended April 30, 2025, due to revenue contributed by AccessOne during the three months ended April 30, 2026, as well as the addition of new healthcare services clients, which drove increases in patient visits and patient payments processed through our platform. The 40% increase in payment solutions revenue consisted of a 33% increase attributable to AccessOne and a 7% increase attributable to legacy payment processing revenue.

Previous wording

•Network solutions. Our revenue from life sciences companies and other organizations increased $4.7 million to $37.4 million for the three months ended October 31, 2025, as compared to $32.7 million for the three months ended October 31, 2024, due to an increase in engagement, education programs and deeper patient outreach among the existing programs.

Current wording

•Network solutions. Our revenue from life sciences clients and other organizations increased $4.6 million to $36.3 million for the three months ended April 30, 2026, as compared to $31.7 million for the three months ended April 30, 2025, due to an increase in engagement, education programs and deeper patient outreach among the existing programs.

Previous wording

Stock compensation incurred related to cost of revenue was $1.0 million and $1.3 million for the three months ended October 31, 2025 and 2024, respectively.

Current wording

Stock compensation incurred related to cost of revenue was $0.6 million and $1.1 million for the three months ended April 30, 2026 and 2025, respectively.

Previous wording

Payment processing expense increased $3.0 million to $19.7 million for the three months ended October 31, 2025, as compared to $16.7 million for the three months ended October 31, 2024. The increase resulted primarily from the increase in payment processing fees revenue and patient payments processed through our solutions, each driven by an increase in patient visits over the prior year.

Current wording

Payment solutions expense increased $4.2 million to $25.7 million for the three months ended April 30, 2026, as compared to $21.4 million for the three months ended April 30, 2025. The increase resulted primarily from the increase in payment processing fees revenue and patient payments processed through our solutions, each driven by an increase in patient visits over the prior year, as well as additional payment solutions expense recognized for AccessOne.

Previous wording

Sales and marketing expense decreased $5.9 million to $24.1 million for the three months ended October 31, 2025, as compared to $30.1 million for the three months ended October 31, 2024. The decrease resulted primarily from a $7.3 million decrease in labor costs, partially offset by a $1.3 million increase in other third-party sales and marketing costs.

Current wording

Sales and marketing expense decreased $1.8 million to $24.2 million for the three months ended April 30, 2026, as compared to $26.0 million for the three months ended April 30, 2025. The decrease resulted primarily from a $2.3 million decrease in labor costs, partially offset by a $0.5 million increase in other third-party sales and marketing costs.

Previous wording

Stock compensation incurred related to sales and marketing expense was $4.8 million and $5.4 million for the three months ended October 31, 2025 and 2024, respectively.

Current wording

Stock compensation incurred related to sales and marketing expense was $3.9 million and $5.2 million for the three months ended April 30, 2026 and 2025, respectively.

Previous wording

Research and development expense increased $0.1 million to $29.5 million for the three months ended October 31, 2025, as compared to $29.3 million for the three months ended October 31, 2024. The increase resulted primarily from a $0.8 million increase in software costs, partially offset by a $0.7 million decrease in labor costs.

Current wording

Research and development expense decreased $3.5 million to $28.3 million for the three months ended April 30, 2026, as compared to $31.8 million for the three months ended April 30, 2025. The decrease resulted primarily from a $3.2 million decrease in labor costs and a $0.8 million decrease in other third-party research and development costs, partially offset by a $0.4 million increase in software costs.

Previous wording

Stock compensation incurred related to research and development expense was $3.9 million and $3.8 million for the three months ended October 31, 2025 and 2024, respectively.

Current wording

Stock compensation incurred related to research and development expense was $3.6 million and $4.4 million for the three months ended April 30, 2026 and 2025, respectively.

Previous wording

General and administrative expense decreased $2.1 million to $17.5 million for the three months ended October 31, 2025, as compared to $19.6 million for the three months ended October 31, 2024. The decrease primarily resulted from a $1.7 million decrease in labor costs and a $2.4 million decrease in other third-party costs, partially offset by a $2.0 million increase in acquisition-related costs.

Current wording

General and administrative expense increased $2.0 million to $18.4 million for the three months ended April 30, 2026, as compared to $16.4 million for the three months ended April 30, 2025. The increase primarily resulted from a $3.4 million increase in other third-party costs, partially offset by a $1.7 million decrease in labor costs.

Previous wording

Stock compensation incurred related to general and administrative expense was $6.3 million and $6.0 million for the three months ended October 31, 2025 and 2024, respectively.

Current wording

Stock compensation incurred related to general and administrative expense was $5.5 million and $6.6 million for the three months ended April 30, 2026 and 2025, respectively.

Previous wording

Depreciation expense decreased $0.4 million to $3.2 million for the three months ended October 31, 2025, as compared to $3.6 million for the three months ended October 31, 2024. The decrease was primarily attributable to lower computer equipment depreciation.

Current wording

Depreciation expense increased $0.4 million to $3.4 million for the three months ended April 30, 2026, as compared to $3.0 million for the three months ended April 30, 2025. The increase was primarily attributable to higher computer equipment depreciation.

Previous wording

Amortization expense increased $0.8 million to $4.3 million for the three months ended October 31, 2025 as compared to $3.5 million for the three months ended October 31, 2024. The increase was primarily driven by higher amortization of capitalized internal-use software development costs.

Current wording

Amortization expense increased $2.7 million to $6.6 million for the three months ended April 30, 2026 as compared to $3.9 million for the three months ended April 30, 2025. The increase was primarily driven by amortization of intangible assets acquired in connection with the AccessOne Acquisition as well as higher amortization of capitalized internal-use software development costs.

Previous wording

Other income (expense), net was income of $1.0 million for the three months ended October 31, 2025 as compared to expense of $0.1 million for the three months ended October 31, 2024. Other income (expense), net is comprised primarily of other miscellaneous income (expense) and foreign exchange gains and losses due to changes in rates.

Current wording

Other (expense) income, net was expense of less than $0.1 million for the three months ended April 30, 2026 as compared to income of $0.3 million for the three months ended April 30, 2025. Other (expense) income, net is comprised primarily of other miscellaneous income (expense) and foreign exchange gains and losses due to changes in rates.

Previous wording

Interest income, net was income of $0.4 million for the three months ended October 31, 2025, as compared to income of less than $0.1 million for the three months ended October 31, 2024. The increase is primarily attributable to interest received during the three months ended October 31, 2025.

Current wording

Interest expense was $2.3 million for the three months ended April 30, 2026, as compared to $0.4 million for the three months ended April 30, 2025. The increase is primarily attributable to interest expense recorded in connection with the Bridge Loan and New Capital One Credit Facility during the three months ended April 30, 2026.

Previous wording

Interest income, net was income of $0.8 million for the nine months ended October 31, 2025, as compared to income of $0.3 million for the nine months ended October 31, 2024. The increase is primarily attributable to interest received during the nine months ended October 31, 2025.

Current wording

Interest income was $0.3 million for the three months ended April 30, 2026, as compared to $0.2 million for the three months ended April 30, 2025. The increase is primarily attributable to higher interest income earned from our cash and cash equivalent balances.

Previous wording

Income tax expense increased to $0.9 million for the three months ended October 31, 2025, as compared to $0.4 million for the three months ended October 31, 2024. The increase in income tax expense relates primarily to an increase in Canadian and Indian income tax expense.

Current wording

Income tax expense increased to $1.8 million for the three months ended April 30, 2026, as compared to $0.7 million for the three months ended April 30, 2025. The increase in income tax expense is primarily due to increases in U.S. state and Canada income taxes, as well as a $0.6 million increase in valuation allowance related to a measurement period adjustment to deferred tax liabilities recorded in connection with the AccessOne Acquisition.

Previous wording

Adjusted EBITDA is a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income or loss or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities as a measure of our liquidity. We calculate Adjusted EBITDA as net income or loss before interest income, net, income tax expense, depreciation and amortization, stock-based compensation expense, other (income) expense, net and acquisition-related costs. The calculation of Adjusted EBITDA was updated beginning in the three months ended October 31, 2025 to include an adjustment for acquisition-related costs, which consist primarily of legal, advisory and other professional fees and integration costs related to acquisitions. Management believes adjusting for these acquisition-related costs provides investors with a more consistent period-to-period comparison of our core operating performance and trends. For periods prior to the three and nine months ended October 31, 2025, the calculation of Adjusted EBITDA did not adjust for acquisition-related costs, and prior periods have not been retroactively adjusted.

Current wording

Adjusted EBITDA is a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income or loss or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities as a measure of our liquidity. We calculate Adjusted EBITDA as net income or loss before interest expense, interest income, income tax expense, depreciation and amortization, stock-based compensation expense, loss on extinguishment of debt, other expense (income), net and certain other items that are not considered to reflect our operating activities and performance within the ordinary course of business, such as acquisition- and restructuring-related costs.

Previous wording

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are as follows:

Current wording

Our use of Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are as follows:

Previous wording

•Adjusted EBITDA does not reflect: (1) changes in, or cash requirements for, our working capital needs; (2) the potentially dilutive impact of non-cash stock-based compensation; (3) tax payments that may represent a reduction in cash available to us; (4) interest income, net; or (5) acquisition-related costs; and

Current wording

•Adjusted EBITDA does not reflect: (1) changes in, or cash requirements for, our working capital needs; (2) the potentially dilutive impact of non-cash stock-based compensation; (3) tax payments that may represent a reduction in cash available to us; (4) loss on extinguishment of debt; (5) interest expense; (6) interest income; (7) other expense (income), net or (8) certain other items that are not considered to reflect our operating activities and performance within the ordinary course of business, such as acquisition- and restructuring-related costs; and

Previous wording

The following table presents a reconciliation of Adjusted EBITDA to net income (loss) for each of the periods indicated:

Current wording

The following table presents a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, for each of the periods indicated:

Previous wording

As of October 31, 2025 and January 31, 2025, we had cash and cash equivalents of $106.4 million and $84.2 million, respectively. Cash and cash equivalents consist of money market mutual funds and cash on deposit.

Current wording

As of April 30, 2026 and January 31, 2026, we had cash, cash equivalents and restricted cash of $76.4 million and $73.8 million, respectively. Cash, cash equivalents and restricted cash consist of money market mutual funds and cash on deposit. As of April 30, 2026, cash, cash equivalents and restricted cash included $1.7 million of restricted cash classified within other long-term assets.

Previous wording

We believe that our cash and cash equivalents, along with cash generated in its normal operations and the available borrowing capacity under the Capital One Credit Facility will be sufficient to meet the Company’s needs for at least the next 12 months.

Current wording

We believe that our existing cash and cash equivalents, along with cash generated in the normal course of business, will be sufficient to meet our needs for at least the next 12 months.

Previous wording

In addition, we also have potential borrowing capacity under our Capital One Credit Facility (as defined below) subject to certain restrictive covenants.

Current wording

We also have additional borrowing capacity under the New Capital One Credit Facility, subject to certain restrictive covenants.

Previous wording

In June 2023, we entered into a financing agreement to obtain financing for internal-use software and related software support. As of October 31, 2025, there was $0.9 million in outstanding principal and interest due under the agreement. The financing agreement requires us to pay $0.1 million per month for 36 months beginning August 2023. The effective interest rate on the agreement is 10.5% per annum.

Current wording

In June 2023, we entered into a financing agreement to obtain financing for internal-use software and related software support. As of April 30, 2026, there was $0.2 million in outstanding principal and interest due under the agreement. The financing agreement requires us to pay $0.1 million per month for 36 months beginning August 2023. The effective interest rate on the agreement is 10.5% per annum.