Bridgeline Digital, Inc.

1.** ** Description of Business**

Overview

Bridgeline Digital is an AI-powered marketing technology company that offers a suite of products that help companies grow online revenue by driving more visitors to their websites, converting more visitors to purchasers, and increasing average order value per purchaser.

Bridgeline’s software is available through a cloud-based Software as a Service (“SaaS”) model. Additionally, Bridgeline’s software is available via a perpetual licensing business model, in which the software can reside on premise at the customer’s facility, or manage-hosted by Bridgeline. Bridgeline’s product offerings include:

● HawkSearch: a site search, recommendation, and personalization software application, built for marketers to enhance, normalize, and enrich an online customer's content search and product discovery experience.

● Celebros Search: a commerce-oriented site search product that provides Natural Language Processing with artificial intelligence to present relevant search results based on long-tail keyword searches.

● Woorank: a Search Engine Optimization (“SEO”) audit tool that generates an instant performance audit of the site’s technical, on-page, and off-page SEO.

● Unbound: a Digital Experience Platform that includes Web Content Management, eCommerce, Digital Marketing, and Web Analytics.

● TruPresence: a web content management and eCommerce platform that supports the needs of multi-unit organizations and franchises.

● OrchestraCMS: the only content and digital experience platform built100% native on Salesforce and helps customers create websites and intranets for their customers, partners, and employees.

Bridgeline Digital was incorporated under the laws of the State of Delaware on* August 28, 2000.*

The Company hasfour wholly-owned subsidiaries: Bridgeline Digital Pvt. Ltd., located in Bangalore, India; Bridgeline Digital Canada, Inc., located in Ontario, Canada; Hawk Search Inc. located in Rosemont, Illinois and Bridgeline Digital Belgium BV, located in Brussels, Belgium.

The Company’s corporate headquarters is located in Woburn, Massachusetts. The Company maintains regional field offices serving the following geographical locations: Garden City, New York; Rosemont, Illinois; Atascadero, California; Ontario, Canada; and Brussels, Belgium.

Liquidity and Management’s Plans

The Company has historically incurred operating losses and used cash on hand and from financing activities to fund operations as well as develop new products. The Company is continuing to maintain tight control over discretionary spending for the2026 fiscal year. The Company believes that future revenues and cash flows will supplement its working capital and it has an appropriate cost structure to support future revenue growth.

The Company* mayoffer and sell, from time to time, inone* or more offerings, up to $50 million of its debt or equity securities, or any combination thereof. Such securities offerings* maybe made pursuant to the Company’s currently effective registration statement on Form S-3 (FileNo.* 333-285176), which was initially filed with the Securities and Exchange Commission on* February 24, 2025and declared effective on February 27, 2025 (the “Shelf Registration Statement”). A complete description of the types of securities that the Company maysell is described in the Preliminary Prospectus contained in the Shelf Registration Statement. As of the date of the filing of this Quarterly Report, there areno* active offerings for the sale or obligations to purchase any of the Company’s securities pursuant to the Shelf Registration Statement. There can beno assurances that the Company will offer any securities for sale or that if the Company does offer any securities that it will be successful in selling any portion of the securities offered on a timely basis if at all, or on terms acceptable to us. Further, our ability to offer or sell such securities* maybe limited by rules of the NASDAQ Capital Market. As of December 31, 2025* approximately $47.7 million remains available for issuance.

On* March 24, 2025,the Company entered into a Securities Purchase Agreement with purchasers, pursuant to which the Company agreed to issue and sell, in a registered direct offering, an aggregate of 1,000,000 shares of the Company’s common stock, par value $0.001 per share, at an offering price of $1.50 per share, for aggregate gross proceeds from the offering of approximately $1.5 million before deducting the placement agent fee and related offering expenses (see Note8*). Proceeds after deducting offering expenses was $1.3 million.

On* March 25, 2025,*the Company separately entered into a form of subscription agreement with certain accredited investors relating to a private placement transaction and sale (the “Private Placement”) of 473,979 unregistered shares of the Company’s common stock at an offering price of $1.52 per share, for aggregate gross proceeds from the Private Placement of approximately $720 thousand before deducting related offering expenses. Proceeds after deducting offering expenses was $700 thousand.

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2. ** Summary of Significant Accounting Policies**

Basis of Presentation and Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and with the instructions to Form10-Q and Regulation S-X, and in the opinion of the Company’s management, these condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments and accruals, necessary for their fair presentation. The operating results for thethree months ended* December 31, 2025* arenot necessarily indicative of the results to be expected for the year ending* September 30, 2026.The accompanying September 30, 2025* Condensed Consolidated Balance Sheet has been derived from the audited financial statements at that date but doesnot include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form10-K for the year ended* September 30, 2025*, filed with the Securities and Exchange Commission (“SEC”) on* December 19, 2025.*

Recently Adopted Accounting Standards

Income Taxes

In* December 2023,the FASB issued ASUNo.* 2023-09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures,* which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this update are effective for annual periods beginning after* December 15, 2024.The Company expects the standard to result in enhanced disclosures in its annual reporting period ending September 30, 2026and didnot* have a material impact on these interim consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Effective

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

In* November 2024,the FASB issued ASUNo.* 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220*-40): Disaggregation of Income Statement Expenses,which requires that an entity disclose, in the notes to financial statements, specified information about certain costs and expenses. The amendment in the ASU is intended to enhance the transparency and decision usefulness to better understand the major components of an entity’s income statement. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026,and interim reporting periods within annual reporting periods beginning after December 15, 2027.The Company is currently evaluating the impact of the new standard on its consolidated financial statements which isnot* expected to have a material impact.

Intangibles—Goodwill and Other—Internal-Use Software

In* September 2025**,* the FASB issued ASUNo. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU eliminates the concept of development stages and introduces a “probable-to-complete” threshold for capitalization of internal-use software costs. The amendments in this Update are effective for annual reporting periods beginning after* December 15, 2027**,* and interim reporting periods beginning after* December 15, 2027**.* The Company is currently evaluating the impact of the new standard on its consolidated financial statements which isnot expected to have a material impact.

Interim Reporting

In* December 2025**,* the FASB issued ASUNo. 2025-11, Interim Reporting (Topic 270). The ASU improves the navigability of the required interim disclosures and clarifies when the guidance is applicable, as well as provides additional guidance on what disclosures should be provided in interim reporting periods. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027*,* and interim reporting periods beginning after* December 15, 2028**.* The Company is currently evaluating the impact of the new standard on its consolidated financial statements which isnot expected to have a material impact.

All other Accounting Standards Updates issued butnot yet effective arenot expected to have a material effect on the Company’s future consolidated financial statements or related disclosures.

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3. ** ** Accounts Receivable

Accounts receivable consist of the following:

As of* December 31, 2025* one customer exceeded10% of accounts receivable and as of* September 30, 2025*, one different customer exceeded10% of accounts receivable.

Allowance for Credit Losses

The following illustrates the activity in our allowance for credit losses on accounts receivable:

4. Fair Value Measurement and Fair Value of Financial Instruments

The Company’s financial instruments consist principally of accounts receivable, accounts payable, warrant liabilities, and long-term debt arrangements. The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants at the measurement date. Additionally, under U.S. GAAP, companies are required to provide disclosure and categorize assets and liabilities measured at fair value intoone ofthree different levels depending on the assumptions (i.e., inputs) used in the valuation. Level1 provides the most reliable measure of fair value while Level3 generally requires significant management judgment. Financial assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement. The fair value hierarchy is defined as follows:

Level1—Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities.

Level2—Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that arenot active for which significant inputs are observable, either directly or indirectly.

Level3—Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management’s best estimate of what market participants would use in valuing the asset or liability at the measurement date.

The carrying value of the Company’s accounts receivable and accounts payable approximates fair value due to their short-term nature. As of* December 31, 2025* and* September 30, 2025*, the aggregate fair values of long-term debts were $0.2 million and $0.3 million, respectively, with an aggregate carrying value of $0.2 million and $0.3 million, respectively. The fair value is based on interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities. If measured at fair value in the financial statements, the debt would be classified as Level2 in the fair value hierarchy.

The Company’s warrant liabilities are measured at fair value at each reporting period with changes in fair value recognized in earnings during the period. The fair value of the Company’s warrant liabilities are valued utilizing Level3 inputs. Warrant liabilities are valued using a Monte Carlo option-pricing model, which takes into consideration the volatilities of comparable public companies, due to the relatively low trading volume of the Company’s common stock. The Monte Carlo option-pricing model uses certain assumptions, including expected life and annual volatility. The range and weighted average volatilities of comparable public companies utilized was 24.4% -91.3% and 49.1%, respectively, as of* December 31, 2025*, and 25.1% -78.4% and 47.9%, respectively, as of* September 30, 2025*. The volatility utilized in the Monte Carlo option-pricing model was determined by weighing 60% to the Company-specific volatility and 40% on comparable public companies. The significant inputs and assumptions utilized were as follows:

The Company recognized a gain of $90 thousand and a loss of $(114) thousand related to the change in fair value of warrant liabilities for thethree months ended* December 31, 2025* and2024, respectively. The changes in fair value of warrant liabilities were due to changes in inputs to the Monte Carlo option-pricing model, primarily a change in the stock price.

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Assets and Liabilities of the Company measured at fair value on a recurring basis as of* December 31, 2025* and* September 30, 2025*, are as follows:

The following table provides a roll forward of the fair value, as determined by Level3 inputs, as follows:

5. ** Intangible Assets**

The components of intangible assets, net of accumulated amortization, are as follows:

Total amortization expense was $183 thousand and $184 thousand related to intangible assets for thethree months ended* December 31, 2025and2024*, respectively, and is reflected in operating expenses on the Condensed Consolidated Statements of Operations. The estimated amortization expense for fiscal year2026 (remaining),2027, 2028, 2029, 2030 and thereafter is $490, $559, $559, $475, $392, and $518 thousand, respectively.

6. Accrued Liabilities

Accrued liabilities consist of the following:

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7. ** Long-term Debt**

On* March 1, 2021,the Company assumed the outstanding long-term debt obligations of an acquired business and issued a seller note toone* of the selling shareholders. The assumed debt obligations and seller note are denominated in Euros. Long-term debt consisted of the following:

At* December 31, 2025*, future maturities of long-term debt are as follows:

8. Stockholders’** Equity**

Under our Certificate of Incorporation, we are authorized, subject to limitations prescribed by Delaware law and our Charter, to issue up to 1,000,000 shares of preferred stock inone or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions. Our Board of Directors can increase or decrease the number of shares of any series, butnot below the number of shares of that series then outstanding, without any further vote or action by our stockholders. Our Board of Directors* may*authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock.

Equity Issuances

On* March 24, 2025,*the Company entered into a Securities Purchase Agreement with purchasers, pursuant to which the Company agreed to issue and sell, in a registered direct offering, an aggregate of 1,000,000 shares of the Company’s common stock, par value $0.001 per share, at an offering price of $1.50 per share, for aggregate gross proceeds from the offering of approximately $1.5 million before deducting the placement agent fee and related offering expenses. Proceeds after deducting offering expenses was $1.3 million.

On* March 25, 2025,*the Company separately entered into a form of subscription agreement with certain accredited investors relating to a private placement transaction and sale (the “Private Placement”) of 473,979 unregistered shares of the Company’s common stock at an offering price of $1.52 per share, for aggregate gross proceeds from the Private Placement of approximately $720 thousand before deducting related offering expenses. Proceeds after deducting offering expenses was $700 thousand.

Series C Convertible Preferred Stock

The Company had designated 11,000 shares of its preferred stock as Series C Convertible Preferred Stock (“Series C Preferred Stock”). The shares of Series C Preferred Stock* maybe converted, at the option of the holder at any time, into such number of shares of common stock equal to (i) the number of shares of Series C Preferred Stock to be converted, multiplied by the stated value of $1,000 and (ii) divided by the conversion price in effect at the time of conversion. Series C Preferred Stock vote on an as-converted basis along with shares of the Company’s common stock, werenot* entitled to receive dividends, unless specifically declared by our Board of Directors, and in the event of any liquidation, dissolution or winding up of the Company the holders of Series C Preferred Stock were entitled to receive in preference to the holders of common stock, Series A Preferred Stock, Series B Preferred Stock and any other stock, the amount equal to the stated value per share of Series C Preferred Stock. The Company* may**not* effect, and a holder willnot be entitled to, convert the Series C Preferred Stock or exercise any Series C Preferred Warrants, which, upon giving effect to such conversion or exercise, would cause the aggregate number of shares of common stock beneficially owned by the Purchaser (together with its affiliates) to exceed4.99% (or, at the election of the holder,9.99%) of the number of shares of common stock outstanding immediately after giving effect to the exercise.

On* March 5, 2025,the Company entered into a Securities Redemption Agreement (the “Redemption Agreement”) with Michael Taglich and Claudia Taglich (the “Sellers”), pursuant to which the Company agreed to purchase and redeem from the Sellers: (i) all 350 shares of the Company’s Series C Preferred Stock, par value $0.001 per share; (ii) placement agent warrants to purchase an aggregate of 13,000 shares of the Company’s common stock, par value $0.001 per share; and (iii) stock options issued on or before December 31, 2017,to purchase 108 shares of common stock (collectively, the “Securities”). The aggregate purchase price for the Securities was $332.5 thousand which was allocatedfirst* amongst the liability classified placement agent warrants based on the purchase date fair value, thenno value was allocated to the options as the fair value was deemed to be insignificant and then, the remainder of the purchase price was allocated to the equity classified Series C Preferred Shares.

The Company accounted for the redemption of the Series C Preferred Stock as a return to the preferred stockholder measured as the difference between the (1) purchase price allocated to the Series C Preferred Stock of $331 thousand and (2) the carrying value of the Series C Preferred Stock, which was $0. The difference of $331 thousand was recognized as a reduction in additional paid-in capital, in the absence of retained earnings, and is included as a component of net loss attributable to common shareholders. As of* December 31, 2025* and* September 30, 2025*, the Company hadno shares of Series C Preferred Stock outstanding.

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Amended and Restated Stock Incentive Plan

The Company has granted common stock, common stock warrants, and common stock option awards (the “Equity Awards”) to employees, consultants, advisors and former debt holders of the Company and to former owners and employees of acquired companies that have become employees of the Company.

On* September 16, 2025,the stockholders approved a new stock incentive plan, the2025* Stock Incentive Plan (the*“2025* Plan”). The2025 Plan authorizes the award of incentive stock options, non-statutory stock options, restricted stock, unrestricted stock, performance shares, stock appreciation rights and any combination thereof to employees, officers, directors, consultants, independent contractors and advisors of the Company. The2025 Plan provides for the issuance in the aggregate of up to 1,500,000 shares of common stock associated with awards granted under the Stock Incentive Plan. As of* December 31, 2025,there were 200,000 options and 169,429 restricted stock outstanding and 1,130,571 shares available for future issuance under the2025* Plan.

Historically, the Company’s Amended and Restated Stock Incentive Plan (the “Plan”) provided for the issuance of up to 5,000 shares of common stock. This Plan expired in* August 2016.On April 29, 2016,the stockholders approved a new stock incentive plan, the2016* Stock Incentive Plan (the*“2016* Plan”). The2016 Plan, as amended, provided for the issuance in the aggregate of up to 2,400,000 shares of common stock associated with awards granted under the Stock Incentive Plan. There areno shares available for future issuance under the2016 Plan.

Compensation Expense

Compensation expense is generally recognized on a graded accelerated basis over the vesting period of grants. Compensation expense is recorded in the condensed consolidated statements of operations with a portion charged to Cost of revenue and a portion to Operating expenses, depending on the employee’s department.

During thethree months ended* December 31, 2025and2024*, compensation expense related to share-based payments was as follows:

As of* December 31, 2025*, the Company had approximately $0.4 million of unrecognized compensation costs related to unvested options, which is expected to be recognized over a weighted-average period of 2.0 years.

Common Stock Warrants

The Company typically issues warrants to individual investors and placement agents to purchase shares of the Company’s common stock in connection with public and private placement fund raising activities. Warrants* may*also be issued to individuals or companies in exchange for services provided to the Company. The warrants are typically exercisablesix months after the issue date, expire infive years, and contain a cashless exercise provision and piggyback registration rights.

** March 2025Placement Agent Warrants- In* March 2025,in connection with the Registered Direct offering, the Company issued 70,000 warrants to purchase shares of the Company’s common stock to WestPark Capital, Inc. who acted as the exclusive placement agent for the offering, (the “March 2025Placement Agent Warrants”). As compensation for their services, the Company paid to WestPark a fee equal to 7% of the aggregate purchase price paid for shares placed by WestPark at closing and reimbursed WestPark for certain expenses incurred in connection with the offering. The March 2025Placement Agent Warrants were issued March 26, 2025with an exercise price of $1.875 per share and expire March 24, 2030.The March 2025*Placement Agent Warrants were determined to be equity-classified awards.

Series A and B and C Preferred Warrants - In* March 2019,in connection with the issuance of the Company’s Series C Preferred Stock, the Company issued warrants to purchase the Company’s common stock. These warrants were designated as (i) Series A Warrants with an initial term of 5.5 years and an exercise price of$4.00; (ii) Series B Warrants, which expired unexercised during the Company’s2021* fiscal year, with an initial term of 24 months and an exercise price of$4.00; and (iii) Series C Warrants with an initial term of 5.5 years and an exercise price of $0.05 (collectively, hereinafter referred to as the “Series C Preferred Warrants”). The Company also issued warrants with an exercise price of $4.00 to purchase shares of the Company’s common stock to the Placement Agents. The Company** may** not effect, and a holder willnot be entitled to convert, the Series C Preferred Stock or exercise any Series C Preferred Warrants, which, upon giving effect to such conversion or exercise, would cause (i) the aggregate number of shares of common stock beneficially owned by the Purchaser (together with its affiliates) to exceed 4.99% (or, at the election of the holder,9.99%) of the number of shares of common stock outstanding immediately after giving effect to the exercise. In a prior periodnot presented, all Series A, Series C and Placement Agent Warrants issued in connection with the Series C Preferred Stock and Investor Warrants expired.

Series D Preferred Warrants - In* May 2021,in connection with the issuance of the Company’s Series D Preferred Stock, the Company issued warrants to purchase the Company’s common stock. These warrants consisted of (i) warrants issued to investors in Series D Preferred Stock to purchase in the aggregate up to 592,106 shares of common stock with an initial term offive and a half years which ends on November 16, 2026and an initial exercise price of$2.51 and (ii) Placement Agents warrants to purchase an aggregate of 179,536 shares of common stock with an initial term offive years which ends on May 12, 2026and an initial exercise price of$2.85. Collectively, these warrants are referred to as the “Series D Preferred Warrants.” The Company may* not effect, and a holder willnot be entitled to convert, the Series D Preferred Stock or exercise any Series D Preferred Warrants, which, upon giving effect to such conversion or exercise, would cause (i) the aggregate number of shares of common stock beneficially owned by the Purchaser (together with its affiliates) to exceed 4.99% (or, at the election of the holder,9.99%) of the number of shares of common stock outstanding immediately after giving effect to the exercise.

The Series A and Series C Preferred Warrants, the Placement Agent Warrants issued in connection with the Series C Preferred Stock, and the Series D Warrants were all determined to be derivative liabilities and are subject to remeasurement each reporting period (see Note4).

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During thethree months ended* December 31, 2025and2024*, there wereno warrants that were exercised.

During thethree months ended* December 31, 2025*,1,327 warrants expired. There wereno warrant expirations during thethree months ended* December 31, 2024*.

Total warrants outstanding as* December 31, 2025*, were as follows:

Summary of Option and Warrant Activity and Outstanding Shares

During thethree months ended* December 31, 2025and2024*, the Company issuedno equity awards.

During thethree months ended* December 31, 2025*,1,000 options were exercised. There wereno stock options exercised during thethree months ended* December 31, 2024*.

On* January 30, 2026,the Company issued 390,000 shares of restricted stock at a grant-date fair value of $0.82, based upon the closing price of the Company's common stock on the grant date, including (a)300,000 shares of restricted stock which were issued to its Chief Executive Officer, which vest ratably on a quarterly basis over athree-year period, and (b)90,000 shares of restricted stock which were granted to its directors (22,500 shares to each director) which vest ratably on a quarterly basis over aone-year period. The granted shares were reduced by 14,835 shares withheld to settle tax withholding. On January 30, 2026,*the Company also issued 250,000 options to purchase shares to members of management at an exercise price of $0.82, based upon the closing price of the Company's common stock on the grant date, which vest ratably on a quarterly basis over athree-year period.

A summary of combined stock option and warrant activity for thethree months ended* December 31, 2025*, is as follows:

As of* December 31, 2025*, the aggregate intrinsic value of options outstanding and exercisable was $5 thousand and $2 thousand, respectively, and the weighted-average remaining contractual term was 6.7 and 6.3 years, respectively.

A summary of the status of restricted stock is as follows:

The aggregate fair value of restricted stock that vested during thethree months ended* December 31, 2025*was $23 thousand.

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9. ** Net Loss Per Share Attributable to Common Shareholders**

Basic net loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding. Diluted net loss per share attributable to common shareholders is computed using the weighted average number of common shares outstanding during the period plus the dilutive effect of outstanding stock options and warrants using the “treasury stock” method and convertible preferred stock using the “as-if-converted” method. The computation of diluted earnings per share doesnot include the effect of outstanding stock options, warrants and convertible preferred stock that are considered anti-dilutive.

Basic and diluted net (loss) per share is computed as follows:

Potential common stock equivalents excluded from the computation of diluted net (loss) per share because their inclusion would have been anti-dilutive were as follows (in shares):

10. Revenues and Other Related Items

Disaggregated Revenues

The Company disaggregates revenue from contracts with customers by geography and product grouping, as it believes this best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

The Company’s revenue by geography (based on customer address) is as follows:

The largest concentration within the Company’s international revenue geography is within Canada.

Long-lived assets located in foreign jurisdictions aggregated approximately $0.5 million and $0.6 million as of* December 31, 2025* and* September 30, 2025*, respectively.

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The Company’s revenue by type is as follows:

For thethree months ended* December 31, 2025and2024*, no single customer exceeded10% of the Company’s total revenue.

Deferred Revenue

Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Deferred revenue represents amounts billed for which revenue hasnot yet been recognized. Deferred revenue that is expected to be recognized during the succeeding12-month period is recorded as current deferred revenue, and the remaining portion is recorded as noncurrent deferred revenue included in Other long-term liabilities.

The following table summarizes the classification and net change in deferred revenue as of and for thethree months ended* December 31, 2025*:

11. Income Taxes

Provision for income taxes consists of the estimated liability for state income taxes owed by the Company. Net operating loss carryforwards are estimated to be sufficient to offset any potential taxable income for all periods presented. During each of thethree months ended* December 31, 2025and2024*, the Company recognized a provision for income taxes of $5 thousand.

12. Leases

The Company leases facilities in the United States for its corporate and regional field offices. During thethree months ended* December 31, 2025and2024*, the Company was also a lessee/sublessor for certain office locations.

Commencing* December 1, 2025,the Company leases office space in Garden City, New York. The lease is for $7 thousand per month, through March 31, 2031.*

The Company maintains a sublease for its Rosemont, Illinois location. During the quarter ended* March 31, 2025,the Company remeasured its operating lease liability forone* of its sublet locations as a result of a change in the expected lease term in conjunction with the extension of the sublease. Such remeasurement resulted in an adjustment to the operating lease asset of less than $0.1 million, which approximated to the amount in which the operating lease liability was remeasured. The sublease is for $6 thousand a month and has a term through* January 31, 2028.*

The components of net lease costs were as follows:

Cash paid for amounts included in the measurement of lease liabilities was $31 thousand and $37 thousand for thethree months ended* December 31, 2025and2024*, all of which represents operating cash flows from operating leases. As of* December 31, 2025*, the weighted average remaining lease term was 4.6 years and the weighted average discount rate was 11.0%.

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At* December 31, 2025*, future minimum rental commitments under non-cancelable leases with initial or remaining terms in excess ofone year were as follows:

As of* December 31, 2025*, the Company had lease commitments that extended to fiscal2031.

13. Commitments and Contingencies

The Company leases certain of its buildings under non-cancelable lease agreements. Refer to theLeases footnote (Note12) of the Notes to the Condensed Consolidated Financial Statements for additional information.

The Company frequently warrants that the technology solutions it develops for its clients will operate in accordance with the project specifications without defects for a specified warranty period, subject to certain limitations that the Company believes are standard in the industry. In the event that defects are discovered during the warranty period, andnone of the limitations apply, the Company is obligated to remedy the defects until the solution that the Company provided operates within the project specifications. The Company isnot typically obligated by contract to provide its clients with any refunds of the fees they have paid, although a small number of its contracts provide for the payment of liquidated damages upon default. The Company has purchased and maintains insurance policies covering professional errors and omissions, property damage and general liability that reduce its monetary exposure for warranty-related claims and enable it to recover a portion of any future amounts paid.

The Company’s contracts typically provide for testing and client acceptance procedures that are designed to mitigate the likelihood of warranty-related claims, although there can beno assurance that such procedures will be effective for each project. The Company hasnot paid any material amounts related to warranties for its solutions. The Company sometimes commits unanticipated levels of effort to projects to remedy defects covered by its warranties. The Company’s estimate of its exposure to warranties on contracts is immaterial as of* December 31, 2025* and* September 30, 2025*.

The Company’s agreements with customers generally require the Company to indemnify the customer against claims in which the Company’s products infringethird-party patents, copyrights, or trademarks and indemnify against product liability matters. As of* December 31, 2025* and* September 30, 2025*, the Company hasnot experienced any losses related to the indemnification obligations andno significant claims with respect thereto were outstanding. The Company doesnot expect significant claims related to the indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, andno related reserves were established.

Litigation

The Company is subject to ordinary routine litigation and claims incidental to its business. As of* December 31, 2025*, the Company wasnot engaged with any material legal proceedings.

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14. Segment Reporting

We operate asone operating segment: Software. The Software segment provides marketing technology to customers under software-as-a-service arrangements. The service term for the software arrangements is variable, with the median term being approximately five years. Bridgeline derives revenue primarily in North America and manages the business activities on a consolidated basis.

Our Chief Executive Officer, our CODM, reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, we haveone operating segment - Software - in the business of marketing technology.

Our CODM reviews cost of sales expense, sales and marketing expense, general and administrative expense and research and development expense to assess our significant segment expenses, and reviews income (loss) from operations and net income (loss) to assess our operating performance. Our CODM also reviews total assets, as reported on our consolidated balance sheets.

The accounting policies of the software segment are the same as those described in the summary of significant accounting policies. See our consolidated statement of operations for our significant segment expenses, loss from operations and net loss in the periods presented.

15. Related Party Transactions

Brandon Ross

On* February 14, 2025,the Board appointed Brandon Ross to serve as a Class III Director of the Board, to fill the vacancy created by the resignation of Mr. Taglich. Mr. Ross will serve until his term expires at the2026* Annual Meeting of Stockholders. Mr. Ross currently serves as Head of Placements and Senior Managing Director at WestPark Capital, Inc.

Of the 70,000 2025 Placement Agent Warrants issued to WestPark Capital, Inc. or its designees in* March 2025,warrants to purchase 28,000 shares of Common Stock were designated to Mr. Ross. The warrants are exercisable immediately, expire on March 24, 2030*and have an exercise price of $1.875 per share.

Michael Ketslakh

On* February 10, 2025,the Board appointed Michael Ketslakh to serve as a Class II Director of the Board, to fill the vacancy created by the resignation of Mr. Landers. Mr. Ketslakh will serve until his term expires at the2028* Annual Meeting of Stockholders.

Mr. Ketslakh participated in the Private Placement and purchased 394,736 unregistered shares.

16. ** Subsequent Events**

The Company evaluated subsequent events through the date of this filing and concluded there wereno material subsequent events requiring adjustment to or disclosure in these interim condensed consolidated financial statements, except as already disclosed in Note8.

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