AvePoint, Inc.

The below period-to-period comparisons of operating results are not necessarily indicative of results for future periods.

Comparison of Three Months Ended September 30, 2026 and September 30, 2025

Revenue

The components of our revenue during the three months ended September 30, 2026 and 2025 were as follows:

Total revenue increased 19.5% to $131.1 million for the three months ended September 30, 2026, primarily due to an increase in SaaS revenue, which increased 25.6% to $105.5 million and was driven by strong customer demand for our SaaS solutions. SaaS represented 80% of total revenue, up from 77% of total revenue in the prior year. The growth in total revenue was also due to an increase in services revenue, which grew 21.5% to $16.7 million. Services revenue is expected to fluctuate as the services generally are not recurring in nature.

Revenue by geographic region for the three months ended September 30, 2026 and 2025 was as follows:

For the three months ended September 30, 2026, North America revenue increased 19.7% to $51.6 million, primarily driven by a 24.4%, or $8.8 million, increase in SaaS revenue. EMEA revenues increased 20.7% to $42.8 million, driven by a 26.2%, or $8.3 million, increase in SaaS revenue. APAC revenues increased 17.7% to $36.7 million, primarily driven by a 27.0%, or $4.5 million, increase in SaaS revenue, as well as a 14.1% or $1.6 million increase in services revenue.

On a constant currency basis, EMEA revenues increased 22.3%, while EMEA SaaS revenues increased 27.8%. On a constant currency basis, APAC revenues increased 18.4%, while APAC SaaS revenues increased 27.7%.

Non-GAAP Financial Measures

In addition to our financial results determined in accordance with GAAP, we disclose non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, non-GAAP operating income and non-GAAP operating margin.

We believe these non-GAAP measures aid investors by providing additional insight into our operational performance and into trends affecting our business. Management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, and to evaluate financial performance.

Non-GAAP operating income and non-GAAP operating margin should not be considered as an alternative to operating income, operating margin or any other performance measures derived in accordance with GAAP as measures of performance. Non-GAAP operating income and non-GAAP operating margin should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

Cost of Revenue, Gross Profit, and Gross Margin

Cost of revenue, gross profit, and gross margin during the three months ended September 30, 2026 and 2025 were as follows:

Cost of revenue increased 29.5% to $36.4 million for the three months ended September 30, 2026, primarily driven by a $4.1 million increase in personnel costs and a $3.4 million increase from higher aggregate hosting costs resulting from increased SaaS revenue.

Operating Expenses

Sales and Marketing

Sales and marketing expenses during the three months ended September 30, 2026 and 2025 were as follows:

Sales and marketing expenses increased 34.2% to $47.8 million for the three months ended September 30, 2026, primarily driven by an $8.8 million increase in personnel costs and a $1.1 million increase in marketing spend.

General and Administrative

General and administrative expenses during the three months ended September 30, 2026 and 2025 were as follows:

General and administrative expenses decreased 19.4% to $19.3 million for the three months ended September 30, 2026, primarily driven by a $1.2 million decrease in stock-based compensation expense, as well as the absence of $2.9 million in one-time secondary listing costs and $1.9 million in costs related to the discontinuation of the growth equity fund that were in the prior year period, partially offset by a combined $0.7 million increase in software maintenance and headcount-related expenses.

Research and Development

Research and development expenses during the three months ended September 30, 2026 and 2025 were as follows:

Research and development expenses increased 16.0% to $16.2 million for the three months ended September 30, 2026, primarily driven by a $1.6 million increase in personnel costs.

Income Tax Provision

Income tax benefit during the three months ended September 30, 2026 and 2025 was as follows:

Our income tax benefit for the three months ended September 30, 2026 was $2.6 million, compared to a tax benefit of $0.2 million for the three months ended September 30, 2025. The effective tax rate was (16.7)% for the three months ended September 30, 2026, compared to (1.6)% for the three months ended September 30, 2025. The change in effective tax rates 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.

Comparison of Nine Months Ended September 30, 2026 and September 30, 2025

Revenue

The components of our revenue during the nine months ended September 30, 2026 and 2025 were as follows:

Total revenue increased 22.3% to $372.8 million for the nine months ended September 30, 2026, primarily due to an increase in SaaS revenue, which increased 29.2% to $297.4 million, and represented 80% of total revenue, up from 76% of total revenue in the prior year. The increase in SaaS revenue, which was driven by strong customer demand for our SaaS solutions, was partially offset by an expected decrease in term license and support revenues. The growth in total revenue was also due to an increase in services revenue, which grew 19.9% to $47.0 million. Services revenue is expected to fluctuate as the services generally are not recurring in nature.

Revenue by geographic region for the nine months ended September 30, 2026 and 2025 was as follows:

For the nine months ended September 30, 2026, North America revenue increased 21.3% to $144.5 million, driven by a 27.4%, or $27.0 million, increase in SaaS revenue, partially offset by a $3.4 million decrease in term license and support revenues. EMEA revenues increased 25.6% to $121.6 million, primarily driven by a 30.7%, or $26.3 million increase in SaaS revenue. APAC revenues increased 20.1% to $106.8 million, primarily driven by a 30.0%, or $13.9 million, increase in SaaS revenue and a 20.0% or $6.5 million increase in services revenue, partially offset by a $2.5 million decrease in term license and support revenues.

On a constant currency basis, EMEA revenues increased 21.7%, while EMEA SaaS revenues increased 26.6%. On a constant currency basis, APAC revenues increased 18.7%, while APAC SaaS revenues increased 28.7%.

Non-GAAP Financial Measures

In addition to our financial results determined in accordance with GAAP, we disclose non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, non-GAAP operating income and non-GAAP operating margin.

We believe these non-GAAP measures aid investors by providing additional insight into our operational performance and into trends affecting our business. Management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, and to evaluate financial performance.

Non-GAAP operating income and non-GAAP operating margin should not be considered as an alternative to operating income, operating margin or any other performance measures derived in accordance with GAAP as measures of performance. Non-GAAP operating income and non-GAAP operating margin should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

Cost of Revenue, Gross Profit, and Gross Margin

Cost of revenue, gross profit, and gross margin during the nine months ended September 30, 2026 and 2025 were as follows:

Cost of revenue increased 29.7% to $101.8 million for the nine months ended September 30, 2026, primarily driven by a $10.7 million increase from higher aggregate hosting costs resulting from increased SaaS revenue and a $10.3 million increase in personnel costs.

Operating Expenses

Sales and Marketing

Sales and marketing expenses during the nine months ended September 30, 2026 and 2025 were as follows:

Sales and marketing expenses increased 27.8% to $135.3 million for the nine months ended September 30, 2026, primarily driven by a $22.1 million increase in personnel costs and a $2.2 million increase in marketing spend.

General and Administrative

General and administrative expenses during the nine months ended September 30, 2026 and 2025 were as follows:

General and administrative expenses decreased 12.0% to $54.8 million for the nine months ended September 30, 2026, primarily driven by a $4.2 million decrease in stock-based compensation expense, as well as the absence of $2.9 million in one-time secondary listing costs and $1.9 million in costs related to the discontinuation of the growth equity fund that were in the prior year period, partially offset by a combined $0.9 million increase in software maintenance and headcount-related expenses.

Research and Development

Research and development expenses during the nine months ended September 30, 2026 and 2025 were as follows:

Research and development expenses increased 17.4% to $46.5 million for the nine months ended September 30, 2026, primarily driven by a $4.5 million increase in personnel costs and a $0.8 million increase in software maintenance expense.

Income Tax Provision

Income tax (benefit) expense during the nine months ended September 30, 2026 and 2025 was as follows:

Our income tax benefit for the nine months ended September 30, 2026 was $16.8 million, compared to a tax expense of $5.1 million for the nine months ended September 30, 2025. The effective tax rate was (38.3)% for the nine months ended September 30, 2026, compared to 20.6% for the nine months ended September 30, 2025. The change in effective tax rates 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.

Based on an assessment of all available positive and negative evidence, including our historical levels of income, expectations of future taxable income, future reversals of existing taxable temporary differences, and ongoing tax-planning strategies, management concluded that it was more likely than not that certain deferred tax assets would be realized. During the nine months ended September 30, 2026, we recorded an income tax benefit of $16.8 million, primarily attributable to the release of the valuation allowance on certain deferred tax assets, partially offset by U.S. and foreign taxes on pre-tax income across various jurisdictions. We continue to maintain valuation allowances against certain deferred tax assets in U.S. state and foreign jurisdictions.

Non-GAAP Operating Income and Non-GAAP Operating Margin

The following table presents a reconciliation of non-GAAP operating income from the most comparable GAAP measure, operating income, for the periods presented:

Non-GAAP operating income and non-GAAP operating margin are non-GAAP financial measures that our management uses to assess our overall performance. We define non-GAAP operating income as GAAP operating income plus stock-based compensation and the amortization of acquired intangible assets and expenses related to the secondary listing on the SGX-ST and the discontinuation of our participation in the Fund. We define non-GAAP operating margin as non-GAAP operating income divided by revenue. We believe non-GAAP operating income and non-GAAP operating margin provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations, as these metrics eliminate the effects of stock-based compensation, and of acquired intangible assets, which are unrelated to current operations and are neither comparable to the prior period nor predictive of future results. The elimination of the effect of variability caused by stock-based compensation expense and the amortization of acquired intangible assets, both of which are non-cash expenses, provides a better representation as to our overall operating performance. We use non-GAAP financial measures (a) to evaluate our historical and prospective financial performance and trends as well as our performance relative to our peers, (b) to set and approve spending budgets, (c) to allocate resources, (d) to measure operational profitability and the accuracy of forecasting, and (e) to assess financial discipline over operational expenditures.

GAAP operating margin for the three months ended September 30, 2026 and 2025 was 8.7% and 7.4%, respectively. Non-GAAP operating margin for the three months ended September 30, 2026 and 2025 was 16.8% and 22.0%, respectively. The year-over-year decrease in non-GAAP operating margin was primarily attributable to our plan to increase investments across the business in 2026.

GAAP operating margin for the nine months ended September 30, 2026 and 2025 was 9.2% and 6.1%, respectively. Non-GAAP operating margin for the nine months ended September 30, 2026 and 2025 was 16.8% and 18.5%, respectively.

Liquidity and Capital Resources

As of September 30, 2026, we had $410.7 million in cash and cash equivalents and no outstanding debt.

Our short-term liquidity needs primarily include working capital for sales and marketing, research and development, and continued innovation. We have letters of credit issued in the amount of $1.6 million as security for operating leases, and $5.4 million as security for customer contingency agreements. Our long-term capital requirements will depend on many factors, including our growth rate, levels of revenue, the expansion of sales and marketing activities, market acceptance of our platform, the results of business initiatives, and the timing of new product introductions. See “Note 10–* Commitments and Contingencies*” in Part I, Item 1 “Financial Statements” of this Quarterly Report for more information regarding the purchase commitments.

On November 2, 2026, we entered into a credit agreement with JPM providing for a $100.0 million senior secured revolving line of credit maturing on November 2, 2031 (the “Credit Agreement”), which replaced our prior $30.0 million revolving line of credit with HSBC. See “Note 7 – Line of Credit” in Part I, Item 1 “Financial Statements” and “Entry Into Credit Agreement” in Part II, Item 5 “Other Information” of this Quarterly Report for more information.

We believe that our existing cash and cash equivalents and our cash flows from operating activities will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months. We also maintain available borrowing capacity under our Loan Agreement through its expiration date to provide additional liquidity. In the future, we may attempt to raise additional capital through equity or debt financing. The sale of additional equity would be dilutive to our stockholders. Additional debt financing could result in increased debt service obligations and more restrictive financial and operational covenants.

Cash Flows

The following table sets forth a summary of AvePoint’s cash flows for the periods indicated.

Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2026 was $71.6 million, reflecting AvePoint’s net income of $60.8 million, adjusted for non-cash items of $11.4 million and net cash outflows of $0.5 million from changes in operating assets and liabilities. The primary drivers of non-cash items were stock-based compensation and was partially offset by deferred income taxes and foreign currency remeasurement gains. The drivers of changes in operating assets and liabilities are seasonal in nature. These drivers are related to a decrease in accounts receivable due primarily to the timing of customer invoices and an increase in deferred revenue, offset by an increase in prepaid expenses and other current assets primarily related to prepaid software maintenance and subscription, a decrease in accrued expenses primarily due to accrued bonuses, commissions and payroll taxes.

Net cash provided by operating activities for the nine months ended September 30, 2025 was $55.6 million, reflecting AvePoint’s net income of $19.5 million, adjusted for non-cash items of $46.9 million and net cash outflows of $10.8 million from changes in operating assets and liabilities. The primary drivers of non-cash items were stock-based compensation and foreign currency remeasurement losses. The drivers of changes in operating assets and liabilities are seasonal in nature. These drivers are related to a decrease in accounts receivable due primarily to the timing of customer invoices, offset by an increase in prepaid expenses and other current assets primarily related to prepaid software maintenance and subscription, an increase in deferred revenue, offset by a decrease in accrued expenses primarily due to accrued bonuses, commissions and payroll taxes.

Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2026 was $12.8 million. It primarily consisted of $7.4 million of purchases of investments, $4.0 million of purchases of property and equipment, and $1.6 million from the capitalization of internal use software.

Net cash used in investing activities for the nine months ended September 30, 2025 was $19.0 million. It primarily consisted of $14.9 million cash paid in business acquisitions, $3.0 million of purchases of property and equipment, and $1.2 million from the capitalization of internal use software.

Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2026 was $129.9 million, primarily consisting of $141.3 million in repurchases of common stock under the previously announced Share Repurchase Program that authorizes us to repurchase up to $150 million of our common shares (the “Share Repurchase Program”), partially offset by $13.2 million of proceeds from the exercise of stock options.

Net cash provided by financing activities for the nine months ended September 30, 2025 was $143.3 million, primarily consisting of $168.2 million of proceeds from the exercises of warrants and $8.5 million of proceeds from the exercise of stock options and $6.1 million of funds held on behalf of others, partially offset by $27.3 million in repurchases of common stock under the Share Repurchase Program and $12.1 million in the repurchase of the noncontrolling interest in MaivenPoint Pte. Ltd.

Indebtedness

Credit Facility

We maintain a line of credit under the Credit Agreement with JPM, as lender. See “Note 7 - Line of Credit” in Part I, Item 1 “Financial Statements” and “Entry Into Credit Agreement” in Part II, Item 5 “Other Information” of this Quarterly Report for more information.

The Credit Agreement provides for a revolving line of credit of up to $100.0 million. Borrowings under the line 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). We are required to maintain a maximum Senior Secured Net Leverage Ratio and a minimum Interest Coverage Ratio (as defined in the Credit Agreement). The revolving line of credit carries an unused commitment fee ranging from 0.15% to 0.25%. Any proceeds of borrowings under the Credit Agreement will be used for working capital needs, refinancing existing debt, and general corporate purposes.

To date, we are in compliance with all covenants under the Credit Agreement and have not borrowed under the Credit Agreement.

Leasing Activities

We are obligated under various non-cancelable operating leases for office space. The initial terms of the leases expire on various dates through 2032. As of September 30, 2026, the commitments related to these operating leases is $32.6 million, of which $13.0 million is due in the next twelve months.

Operating Segment Information

We operate in one segment. Our products and services are sold throughout the world, through direct and indirect sales channels. Our chief operating decision maker (the “CODM”) is our Chief Executive Officer. The CODM makes operating performance assessment and resource allocation decisions on a global basis. The CODM does not receive discrete financial information about asset allocation or profitability by product or geography. See “Note 15–* Segment Information*” in Part I, Item 1 “Financial Statements” of this Quarterly Report for more information.

Critical Accounting Policies and Estimates

Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions on the reported revenue generated and reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that our management believes are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

While our significant accounting policies are described in more detail in the section titled “Notes to Condensed Consolidated Financial Statements” (Part I, Item 1 of this Quarterly Report), we believe the following critical accounting policies and estimates are most important to understanding and evaluating our reported financial results.

Revenue Recognition

We derive revenue from three primary sources: SaaS, term license and support, and services. Many of our contracts with customers include multiple performance obligations. Judgement is required in determining whether each performance obligation is distinct. Our products and services generally do not require a significant amount of integration or interdependency; therefore, our products and services are generally not combined. We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (“SSP”) for each performance obligation within each contract.

We use judgment in determining the SSP for products and services. For substantially all performance obligations except term licenses, we are able to establish the SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish an SSP range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. Term licenses are sold only as a bundled arrangement that includes the rights to a term license and support. In determining the SSP of license and support in a term license arrangement, we utilize observable inputs and consider the value relationship between support and term license when compared to the value relationship between support and perpetual licenses, the average economic life of our products, and software renewals rates. Using a combination of the relative fair value method, or the residual value method the SSP of the performance obligations in an arrangement is allocated to each performance obligation within a sales arrangement.

Economic Conditions, Challenges, and Risks

The markets for software and cloud-based services are dynamic and highly competitive. Our competitors are developing new software while also deploying competing cloud-based services for consumers and businesses. Customer preferences evolve rapidly, and choices in hardware, products, and devices can and do influence how users access services in the cloud, and in some cases, the user’s choice of which suite of cloud-based services to use. We must continue to evolve and adapt to keep pace with this changing environment. The investments we are making in infrastructure, research and development, marketing, and geographic expansion will continue to increase our operating costs and may decrease our operating margins.

Our success is highly dependent on our ability to attract and retain qualified employees. We hire a mix of university and industry talent worldwide. We compete for talented individuals globally by offering an exceptional working environment, broad customer reach, scale in resources, the ability to grow one’s career across many different products and businesses, and competitive compensation and benefits.

Additionally, the demand for our software and services is correlated to global macroeconomic and geopolitical factors, which remain dynamic and where the outcomes and consequences are not possible to predict, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. These in turn could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.

Our international operations provide a significant portion of our total revenues and expenses. Many of these revenues and expenses are denominated in currencies other than the U.S. dollar. As a result, changes in foreign exchange rates may significantly affect revenue and expenses. Refer to the section titled “Risk Factors” (Part I, Item 1A of our Annual Report) for a discussion of these factors and other risks.

Seasonality

Our quarterly revenue fluctuates and does not necessarily grow sequentially when measuring any one fiscal quarter’s revenue against another. Historically, our first quarter has been our lowest revenue quarter and the fourth quarter has been our highest revenue quarter, however those results are not necessarily indicative of future quarterly revenue or full year results. Additionally, the timing of new product and service introductions can significantly impact revenue. Lastly, the mix of revenues in any given quarter can cause fluctuations in our reported results, due to differing revenue recognition principles.

Recently Issued and Adopted Accounting Pronouncements

For information about recent accounting pronouncements, see “Note 2 - Summary of Significant Accounting** **Policies” in Part I, Item 1 “Financial Statements” of this Quarterly Report.