AvePoint, Inc.

1. Nature of Business and Organization

AvePoint, Inc. (collectively with its subsidiaries, hereinafter referred to as “AvePoint,” the “Company,” “we,” “us,” or “our”) was incorporated as a New Jersey corporation on* July 24, 2001and redomiciled as a Delaware corporation in2006.*

The Company’s principal executive headquarters is located in Jersey City, New Jersey, and its principal operating headquarters is located in Richmond, Virginia. The Company has additional offices in North America, Europe, Asia, Australia and the Middle East.

AvePoint is a global provider of modern data protection, enabling organizations to secure, govern, and operationalize data at scale across major cloud ecosystems. Customers rely on the AvePoint Confidence Platform to reduce risk, improve operational efficiency, and accelerate digital transformation as they adopt cloud collaboration and artificial intelligence (“AI”)-driven advanced tools and workflows.

AvePoint’s common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “AVPT”. On* September 18, 2025,*AvePoint completed a secondary listing of its common stock on the Main Board of Singapore Exchange Securities Trading Limited (the “SGX-ST”) under the symbol “AVP”.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated balance sheet as of* December 31, 2025,*which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information and include the accounts of the Company and entities consolidated under the variable interest and voting models. All intercompany transactions and balances have been eliminated. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) have been condensed or omitted.

In the opinion of management, these financial statements contain all material adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Operating results for thenine months ended* September 30, 2026* arenot necessarily indicative of the results that* maybe expected for any other interim period or for the year ended December 31, 2026.*

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the related notes included in the Company’s most recent Annual Report on Form10-K for the year ended* December 31, 2025*, which was filed with the SEC on* February 26, 2026 (“*Annual Report”).

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Comparative Data

The Company identified a misclassification of cash flows related to the* May 2025repurchase of non-controlling interests in previously issued financial statements. The prior period has been corrected to reclassify $12.1 million of cash flows for thenine* months ended* September 30, 2025from net cash used in investing activities to net cash provided by financing activities. The reclassification affects only the presentation of the condensed consolidated statement of cash flows and hadno* impact on the condensed consolidated balance sheets, statements of income (loss), or statements of stockholders’ equity. The classification was appropriately presented in the Annual Report.

Additionally, certain amounts from prior periods have been reclassed to conform to the current period presentation, including:

Recently Adopted Accounting Guidance

In* July 2025,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)No. 2025-05, “Financial Instruments – Credit Losses (Topic326*): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU2025-05**”). This ASU introduces a practical expedient that allows entities to assume that current conditions as of the balance sheet date willnot change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The Company adopted the guidance in ASU2025-05 effective* January 1, 2026,using the required prospective transition approach. The adoption of this standard didnot* have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s condensed consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported and the amounts of revenue and expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, butnot limited to, the accounting for the determination of standalone selling price for revenue recognition, deferred contract costs, valuation of goodwill and other intangible assets, income taxes and related reserves, stock-based compensation and purchase price in a business combination. Actual results and outcomes* may*differ from management’s estimates and assumptions due to risks and uncertainties.

Cash and Cash Equivalents

The Company maintains cash and cash equivalents with several high credit-quality financial institutions. The Company considers its investments with original maturities ofthree months or less to be cash equivalents. These investments arenot subject to significant market risk. The Company maintains its cash and cash equivalents in bank accounts which, at times, exceed the federally insured limits. The Company hasnot experienced any losses in such accounts. The Company maintains cash balances used in operations at entities based in countries that impose regulations that limit the ability to transfer cash out of the country. As of* September 30, 2026* and* December 31, 2025*, the Company’s cash balances at these entities were $10.3 million and $20.0 million, respectively. For purposes of the condensed consolidated statements of cash flows, cash includes all amounts in the condensed consolidated balance sheets captioned cash and cash equivalents.

Business Combination

When the Company consummates a business combination, the assets acquired and the liabilities assumed are recognized separately from goodwill at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred over the acquisition date fair value of the net identifiable assets acquired. While best estimates and assumptions are used to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which* maybe up toone* year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill as it obtains new information about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Upon the earlier of the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded in the condensed consolidated statements of income.

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Goodwill

No events or circumstances have changed since any of the Company’s acquisitions that would indicate that the fair value of the Company’s reporting unit is below its carrying amount. No impairment was deemed necessary as of* September 30, 2026* or* December 31, 2025*.

Deferred Contract Costs

The Company defers sales commissions that are considered to be incremental and recoverable costs of obtaining or renewing SaaS, term license and support, and services contracts. Changes in the anticipated period of asset benefit or the average renewal term are recognized on a prospective basis upon occurrence.

Amortization of deferred contract costs of $6.5 million and $19.2 million for thethree andnine months ended* September 30, 2026*, respectively, and $5.7 million and $16.7 million for thethree andnine months ended* September 30, 2025*, respectively, is included as a component of sales and marketing expenses in the Company’s condensed consolidated statements of income.

Fair Value Measurement

Fair value is the price that would be received upon selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are measured and classified in accordance with athree-level fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. Thethree levels of inputs used to measure fair value are as follows:

Revenue Recognition

The Company derives revenue fromthree primary sources: SaaS, term license and support, and services.

SaaS revenue is recognized ratably over the term of the contract. Term license and support revenue includes distinct on-premises license and support performance obligations. The license is generally recognized upfront at the point in time when the software is made available to the customer to download and use, and the support is recognized ratably over the term of the contract.

Services revenue includes revenue derived from the implementation of software, training, consulting, migrations, license customization, and managed services. Services revenue is recognized by applying a measure of progress, such as labor hours, to determine the percentage of completion of each contract, with the exception of managed services, which is recognized ratably on a straight-line basis over the contract term.

Term license and support revenue recognized at a point in time was $5.3 million and $17.1 million for thethree andnine months ended* September 30, 2026*, respectively, and $7.5 million and $19.7 million for thethree andnine months ended* September 30, 2025*, respectively. The remaining revenue amount is recognized over time.

Accounts receivable, net, is inclusive of accounts receivable, and current unbilled receivables, net of allowance for credit losses. The Company records an unbilled receivable when revenue is recognized prior to invoicing. The Company has a well-established collection history from its direct and indirect sales. It periodically evaluates the collectability of its accounts receivable and provides an allowance for credit losses as necessary, based on the age of the receivable, expected payment ability, and collection experience.

The Company records deferred revenue in the condensed consolidated balance sheets when cash is collected or invoiced before revenue is earned. Revenue recognized that was included in the deferred revenue balance at the beginning of the period was $163.2 million for thenine months ended* September 30, 2026*.

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The opening and closing balances of the Company’s accounts receivable, net, deferred revenue and deferred contract costs are as follows:

(1) Includes long-term unbilled receivables included in other assets within the condensed consolidated balance sheets.

There wereno significant changes to the Company’s contract assets or liabilities during thenine months ended* September 30, 2026* and the year ended* December 31, 2025* outside of its sales activities.

As of* September 30, 2026*, transaction price allocated to remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods, was $577.5 million, of which $500.3 million is related to SaaS and term license and support revenue. The Company expects to recognize approximately 60% of the total transaction price allocated to remaining performance obligations over the next twelve months and the remainder thereafter.

Stock-Based Compensation

Stock-based compensation represents the cost related to stock-based awards granted to employees. To date, the Company has issued stock options, restricted stock units and rights to purchase shares of the Company’s common stock under its employee stock purchase plan. The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award and recognizes the cost ratably over the requisite service period, net of actual forfeitures in the period.

The Company estimates the fair value of stock options using the Black-Scholes valuation model. The Black-Scholes model requires highly subjective assumptions in order to derive the inputs necessary to calculate the fair value of stock options. The Company calculates the expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term. The simplified method is applied as the Company doesnot have sufficient historical data to provide a reasonable basis for an estimate of the expected term. Expected volatility is based on the historical and implied volatility of a group of peer entities over a similar expected term. Dividend yields are based upon historical dividend yields. Risk-free interest rates are based on the implied yields currently available on U.S. Treasuryzero coupon issues with a remaining term equal to the expected term.

Recent Accounting PronouncementsNot Yet Effective**

In* November 2024,the FASB issued ASUNo.* 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (ASC220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), and in* January 2025,the FASB issued ASUNo.* 2025-01, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (ASC220-40): Clarifying the Effective Date” (“ASU 2025-01”). ASU2024-03 requires public entities to disclose additional information about specific expense categories in the notes to the financial statements. ASU2024-03, as clarified by ASU2025-01, is effective in annual reporting periods beginning after* December 15, 2026,and interim periods within annual reporting periods beginning after December 15, 2027**.* The amendments in this ASU* maybe applied either prospectively or retrospectively. Early adoption is also permitted. The Company is currently evaluating the impact ASU2024*-03 will have on its consolidated financial statements and related disclosures.

In* September 2025,the FASB issued ASUNo.* 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU2025-06**”). ASU2025-06 modernizes the capitalization criteria for internal-use software, eliminating references to project stages and instead requiring that projects meet completion probability criteria before costs can be capitalized. ASU2025-06 is effective for annual periods beginning after* December 15, 2027,and interim periods within those annual periods. The amendments in this ASU maybe applied using a prospective, retrospective, or modified transition approach. Early adoption is also permitted. The Company is currently evaluating the impact ASU2025*-06 will have on its consolidated financial statements and related disclosures.

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3. Business Combination

Mandatorily Redeemable Noncontrolling Interest

On* January 29, 2025,the Company consummated its acquisition of 80% of the outstanding shares of Ydentic Holding B.V., which owns 100% of the outstanding equity interests of Ydentic B.V. (together, “Ydentic”). The acquisition was made pursuant to the Share Purchase Agreement, by and among the Company and the former Ydentic shareholders. The Company completed the acquisition of Ydentic to further expand its SaaS solutions for providing robust, simple, centralized multi-tenant management for managed service providers (“MSPs”) that utilize Microsoft solutions. As part of the acquisition, the Company agreed to purchase the remaining 20% of the outstanding shares of Ydentic over the nextthree* years. The unconditional purchase obligation is a liability-classified mandatorily redeemable noncontrolling interest with subsequent measurement at its estimated redemption value. The estimated fair value of the transaction consideration is approximately $20.4 million, consisting of $14.9 million in cash paid at closing and a $5.5 million unconditional purchase obligation with variability in the timing and amount of settlement.

In* April 2026,*the Company purchasedone third of the remaining 20% of the outstanding shares of Ydentic for an aggregate cash purchase price of $1.8 million.

As of* September 30, 2026*, the liability was $4.6 million, of which $2.3 million is included in accrued expenses and other current liabilities and $2.3 million is included in other liabilities within the condensed consolidated balance sheets. As of* December 31, 2025,the liability was $6.2 million, of which $1.9 million is included in accrued expenses and other current liabilities and $4.3 million is included in other liabilities within the condensed consolidated balance sheets. During thethree* andnine months ended* September 30, 2026*, the Company recorded interest income of $1.4 million and interest expense of $0.4 million, respectively, to adjust the redemption value of the mandatorily redeemable noncontrolling interest. During thethree andnine months ended* September 30, 2025*, the Company recorded interest income of $0.9 million and $0.1 million, respectively, to adjust the redemption value of the mandatorily redeemable noncontrolling interest. The interest income and expense is included in other income, net, within the condensed consolidated statements of income.

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4. Goodwill

The changes in the carrying amounts of goodwill were as follows:

5. Intangible Assets, Net

Intangible assets consist of acquired intangible assets and self-developed software.

A summary of the balances of the Company’s intangible assets as of* September 30, 2026* and* December 31, 2025* is presented below:

Amortization expense for intangible assets was $0.8 million and $2.5 million for thethree andnine months ended* September 30, 2026*, and $0.8 million and $2.4 million for thethree andnine months ended* September 30, 2025*, respectively.

As of* September 30, 2026*, estimated future amortization expense for intangible assets, net is as follows:

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6. Accounts Receivable, Net

Accounts receivable, net, consists of the following components:

7. Line of Credit

The Company maintained a loan and security agreement (the “Loan Agreement”) with HSBC Bank USA, National Association (“HSBC”), as lender, for a revolving line of credit of up to $30.0 million, with an accordion feature that provided up to $20.0 million of additional borrowing capacity available to the Company at its request. Of the*$30.0* million line of credit, a sublimit of approximately$9.3 million was designated to facilitate the issuance of bank guarantees, including letters of credit. The line bore interest at a rate equal to term SOFR plus 3.0% to 3.3% depending on the Consolidated Total Leverage Ratio (as defined in the Loan Agreement). The line carried an unused fee at a rate equal to 0.5%. The line matured on* November 3, 2026.*The Company was required to maintain a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Loan Agreement) as well as a maximum Consolidated Total Leverage Ratio. The Company pledged, assigned and granted HSBC a security interest in all shares of its subsidiaries, future proceeds and assets (except for excluded assets, including material intellectual property) as security for the performance of the Loan Agreement obligations.

On* November 2, 2026,the Company entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPM”), as administrative agent and lender, providing for a $100.0 million senior secured revolving line of credit (the “Revolving Facility”), which includes a $20.0 million sublimit for letters of credit. The Revolving Facility will mature on November 2, 2031.*Borrowings under the Revolving Facility bear interest at a rate equal to term SOFR plus an applicable margin ranging from 1.25% to 1.75%, based on the Company’s Senior Secured Net Leverage Ratio (as defined in the Credit Agreement). The line carries an unused commitment fee ranging from 0.15% to 0.25%, also based on the Company’s Senior Secured Net Leverage Ratio. The Company is required to maintain a maximum Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) and a minimum Interest Coverage Ratio (as defined in the Credit Agreement). The Company pledged, assigned, and granted JPM a security interest in substantially all of its assets, including the equity of certain of its subsidiaries, as security for its obligations under the Credit Agreement.

8. Income Taxes

The Company had an effective tax rate of(16.7)% and(38.3)%for thethree andnine months ended* September 30, 2026*, respectively, and(1.6)% and 20.6% for thethree andnine months ended* September 30, 2025.*

The change in the effective tax rates for thethree andnine months ended* September 30, 2026* compared with the corresponding periods in2025, was primarily due to the mix of pre-tax income and losses across jurisdictions with different statutory tax rates, releases of valuation allowances in various jurisdictions, foreign inclusions, and stock-based compensation.

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9. Leases

The Company is obligated under various non-cancelable operating leases primarily for office space. The initial terms of the leases expire on various dates through2032. The Company determines if an arrangement is a lease at inception.

The components of the Company’s operating lease expenses are reflected in the condensed consolidated statements of income as follows:

(1) Short-term lease expenses include rent expenses from leases of12 months or less on the transition date or lease commencement.

(2) Variable lease cost includes common area maintenance, property taxes, and fluctuations in rent due to a change in an index or rate.

The Company’s lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. The Company elected to combine fixed payments for non-lease components, for all classes of underlying assets, with its lease payments and account for them together as a single lease component, which increases the amount of the Company's lease assets and liabilities.

During thenine months ended* September 30, 2026* and2025, right-of-use assets obtained in exchange for new operating lease liabilities amounted to$19.8 million and$9.0 million, respectively.

Other information related to operating leases is as follows:

As of* September 30, 2026*, the Company’s operating leases had a weighted average remaining lease term of 3.3 years and a weighted average discount rate of 5.1%.

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As of* December 31, 2025,*the Company’s operating leases had a weighted average remaining lease term of 3.1 years and a weighted average discount rate of 5.4%.

The maturity schedule of the operating lease liabilities as of * September 30, 2026* is as follows:

(1) Includes the current portion of operating lease liabilities of$11.8 million, which is reflected inaccrued expenses and other current liabilities in the condensed consolidated balance sheets.

As of* September 30, 2026*, letters of credit have been issued in the amount of$1.6 million as security for operating leases. The letters of credit are secured by a sublimit of the Company’s line of credit (see “Note7* - Line of Credit*” for more information).

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10. Commitments and Contingencies

Commitments

The Company has outstanding unconditional purchase commitments to procure licenses to use information technology (“IT”) software from suppliers. These agreements are negotiated in consideration of the volume of transactions with select suppliers and the associated required transaction volumes are expected to be met through the normal course of business.

In* December 2024,the Company signed an unconditional purchase commitment in the amount of $15.0 million to purchase IT solutions over afive-year term. Under this agreement, payments are made upon access to the service. The agreement specified four minimum commitment periods. The minimum commitment payments are due at the end of each minimum commitment period. The Company paid$0.4 million and$1.0 million, respectively, during thethree* andnine months ended* September 30, 2026*, and$0.3 million and$0.5 million, respectively, during thethree andnine months ended* September 30, 2025*, related to the* December 2024*agreement.

In* December 2025,the Company entered into afive-year agreement under which the Company committed to consume $340.0 million of eligible IT services from December 1, 2025through November 30, 2030.The agreement includes a Year1* minimum consumption milestone of $50.0 million, for which the vendor* mayinvoice the Company for any shortfall as a prepayment that will be applied against future consumption. The Company paid$14.0 million and$46.3 million, respectively, during thethree* andnine months ended* September 30, 2026*, related to the* December 2025*agreement.

The Company is obligated to make the following future minimum payments under the non-cancellable terms of these contracts as of* September 30, 2026*:

In* February 2024,the Company made a commitment to contribute $50.0 million to a growth equity fund. As of September 30, 2026*, this commitment remains outstanding (see “Note12* - Growth Equity Fund*” for more information).

Legal Proceedings

In the normal course of its business, the Company* maybe involved in various claims, negotiations and legal actions. Except for such claims that arise in the normal course of business, as of September 30, 2026*, the Company wasnot a party to any other litigation.

Guarantees*** ***

In the normal course of business, customers in certain geographies or in highly regulated sectors occasionally require contingency agreements for the completion of service projects, the completion of which are secured by a sublimit of the Company’s line of credit (see “Note7* - Line of Credit*” for more information). As of* September 30, 2026*, letters of credit for customer-related contingency agreements have been issued in the amount of$5.4 million, as security for the agreements. These agreements havenot had a material effect on the Company’s results of operations, financial position or cash flow.

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11. Stockholders’** Equity**

The Company hasone class of capital stock: common stock. The following summarizes the terms of the Company’s capital stock.

Common Stock

Pursuant to the Company’s Third Amended and Restated Certificate of Incorporation, the Company is authorized to issue up to 1,000,000,000 shares of common stock at $0.0001 par value. There were 210,027,977 and 215,076,033 shares issued and outstanding as of* September 30, 2026* and* December 31, 2025*, respectively. Each share of common stock is entitled toone vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Company’s Board of Directors. The Company’s Board of Directors hasnot declared common stock dividends since inception.

Share Repurchase Program

On* March 17, 2022,the Company announced that its Board of Directors authorized athree-year share repurchase program (the “Share Repurchase Program”), which was renewed for an additional three years on February 25, 2025,and May 5, 2026.Under the Share Repurchase Program, the Company has the authority to buy up to $150 million of its common stock via acquisitions in the open market or privately negotiated transactions. Purchases made pursuant to the Share Repurchase Program maybe conducted in compliance with Exchange Act Rule10b*-18 and/or Exchange Act Rule10b5-1. Any purchases made pursuant to the Share Repurchase Program are to be conducted in compliance with all other applicable legal, regulatory, and internal policy requirements, including the Company’s Insider Trading Policy. The Company isnot obligated to make purchases of, nor is it obligated to acquire any particular amount of, common stock under the Share Purchase Program. The Share Repurchase Program* maybe suspended or discontinued at any time. During thenine* months ended* September 30, 2026, the Company repurchased and retired 12,624,675 shares at an average price of $11.23 per share. The shares were returned to the status of authorized but unissued shares. During thenine* months ended* September 30, 2025*, the Company repurchased and retired 1,743,455 shares at an average price of $15.66 per share.

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12. Growth Equity Fund

On* February 28, 2024,the Company and Lumens Capital Partners Ltd. (“LCP”) establishedA3V* JV Co. (the “Venture”), with each owning an equal share of the Venture. In addition, the Company entered into a separate agreement with LCP to formA3 Ventures Fund1, L.P. (the “Fund”), a Cayman Islands-exempted limited partnership, aimed at investing in companies in the growth equity phase and mature cashflow generating businesses with strong growth potential.

The Venture wholly ownsA3V GP Co., which serves as the general partner of the Fund. As a limited partner, the Company committed to contribute $50.0 million to the Fund, to be called as needed, for portfolio investments, fees, and expenses of the Fund. The Company also participates in Fund establishment costs and an annual management fee equal to 2.0% of the total commitment. Any future repayment obligations will be triggered upon the receipt by LCP of profit allocations related to the Fund.

In* September**2025,* the Company decided to discontinue its participation in the Fund.

As of* September 30, 2026*,no portion of the Company’s $50.0 million commitment has been called or was callable.

As of* September 30, 2026* and* December 31, 2025,*an estimated payable of $1.6 million and $1.6 million, respectively, were included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

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13. Stock-Based Compensation

The Company maintains the2021 Equity Incentive Plan (the “2021 Plan”) and the2021 Employee Stock Purchase Plan (the “2021 ESPP”). As of* September 30, 2026*,42,151,889 shares remained for future issuance under the2021 Plan and 12,503,749 shares remained for future issuance under the2021 ESPP. To date, the Company has issued stock options, restricted stock units and rights to purchase shares of the Company’s common stock under the2021 ESPP only to employees, directors and consultants.

Total stock-based compensation expense was $10.1 million and $26.9 million for thethree andnine months ended* September 30, 2026, respectively, and was $10.7 million and $31.4 million forthree* andnine months ended* September 30, 2025*, respectively.

Stock Options

The compensation costs for stock option awards are recognized using the straight-line attribution method over the requisite service period. Forfeitures are accounted for as they occur. Stock options vest over afour-year service period and expire on thetenth anniversary of the date of award.

The weighted-average grant date fair value of options granted during thenine months ended* September 30, 2026* was $6.14.

The Company estimated the grant date fair value of these stock options using the Black-Scholes option-pricing model with the following weighted-average assumptions:

A summary of the Company’s stock option activity during thenine months ended* September 30, 2026* is as follows:

As of* September 30, 2026*, there was $5.4 million in unrecognized compensation costs related to all unvested options. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 2.8 years.

As of* September 30, 2026*, the Company had 14,486,220 options outstanding and 13,457,392 options exercisable with intrinsic values of $125.3 million and $121.0 million, respectively. During thenine months ended* September 30, 2026*,4,467,269 options were exercised, with a total intrinsic value of $35.1 million.

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Restricted Stock Units

Under the terms of the2021 Plan, the Company has issued restricted stock unit awards with a continuous employment condition only (“Time-Based RSUs”), and restricted stock unit awards with a continuous employment condition that are also contingent on the Company meeting certain performance goals that* may*be higher or lower than the granted amount (“PSUs”, and together with Time-Based RSUs, “RSUs”). Both types of RSU awards vest over periods determined at the time of grant either ratably or along a cliff vesting.

The compensation costs for RSUs are recognized using the straight-line attribution method over the requisite service period. Forfeitures are accounted for as they occur. RSUs are measured at the fair market value of the underlying stock at the grant date.

A summary of the Company’s RSU activity during thenine months ended* September 30, 2026* is as follows:

RSUs that vested during thenine months ended* September 30, 2026* had an aggregate fair value at vesting of $35.1 million. As of* September 30, 2026*, there was $77.1 million in unrecognized compensation costs specific to the unvested RSUs, to be recognized over a weighted-average period of 2.7 years.

Employee Stock Purchase Plan

In* May 2021,the Company’s Board of Directors approved the terms of the Company’s offerings under the2021* ESPP, of which enrollment was made available to the Company’s eligible employees beginning in* June 2026.Under the terms of the2021* ESPP, eligible employees* mayenroll in asix*-month offering period that begins in* Januaryand Julyof each year. Employees can elect to have up to 15% of their annual base salary, up to a maximum of $25,000 per year, withheld to purchase shares of the Company’s common stock for a purchase price equal to 85% of the lesser of the closing fair market value per share of the Company’s common stock on (i) the commencement date of thesix*-month offering period, or (ii) the respective purchase date. The expense that is associated with the2021 ESPP is recorded to stock-based compensation expense and is immaterial for thenine months ended* September 30, 2026.No shares of the Company’s common stock have been issued under the2021* ESPP prior to* September**30,* 2026.

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14. Fair Value Measurements

Financial assets and liabilities measured at fair value on a recurring basis are classified in the categories described in the tables below:

(1)The majority of certificates of deposit are foreign deposits.

(2)The fair value of mandatorily redeemable noncontrolling interest is based on discounted redemption value using risk-free rates offered for similar financing with the same remaining maturities.

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The following tables summarize the Company’s available-for-sale securities measured at fair value as of* September 30, 2026* and* December 31, 2025*.

The contractual maturity of the available-for-sale securities held as of* September 30, 2026* and* December 31, 2025* was withinone year.

15. Segment Information

The Company manages its business activities on a consolidated basis and operates in asingle operating segment. Its products and services are sold throughout the world, through direct and indirect sales channels. The Company’s chief operating decision maker (the “CODM”) is the Chief Executive Officer. The CODM makes operating performance assessment and resource allocation decisions on a consolidated basis. The CODM doesnot review assets in evaluating the results of the segment.

The CODM assesses performance for the consolidated entity and decides how to allocate resources based on net income reported on the condensed consolidated statements of income. The CODM uses net income to monitor budgeted versus actual results and to conduct competitive analysis by benchmarking against industry peers. Additionally, net income serves as a basis for making strategic decisions, such as acquisitions and reinvestments into the business, and establishing management compensation linked to segment performance.

The following table sets forth the information about the Company’s reported segment revenue, segment profit or loss, and significant segment expenses:

(1) The other segment items category includes professional services, rent, software maintenance, travel, depreciation and amortization, certain overhead expense, and mark-to-market of warrant liabilities.

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Revenue by geography is based upon the billing address of the customer. All transfers between geographic regions have been eliminated from consolidated revenue. The following table sets forth revenue by geographic area:

The following table sets forth revenue generated by countries which represent more than10% of total consolidated revenue:

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16. Other Income, Net

Other income, net, is disaggregated as follows:

(1) Interest income, net includes interest expense to adjust the redemption value of the mandatorily redeemable noncontrolling interest (see “Note3* - Business Combination*” for more information).

(2) Gain on securities consist of interest income from amortization of the discount arising at acquisition of U.S. treasury bills.

17. Net Income Per Share

Basic net income per share is computed by dividing total net income by the weighted average common shares outstanding for the period. In computing diluted net income per share, the Company adjusts the denominator, subject to anti-dilution requirements, to include the dilution from potential shares of common stock resulting from outstanding share-based payment awards and warrants.

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The following table includes the total potentially dilutive securities for thethree andnine months ended* September 30, 2026* and2025, which have been excluded from the computation of diluted net income per share as their effect is anti-dilutive:

18. Subsequent Events

No material subsequent events occurred since the date of the most recent balance sheet period reported other than those disclosed in “Note7* - Line of Credit*”.