Doximity, Inc.

1. Description of Business

Doximity, Inc. (the “Company”) was incorporated in the state of Delaware in April 2010 as 3MD Communications, Inc. and is headquartered in San Francisco, California. The Company subsequently changed its name to Doximity, Inc. in June 2010. The Company provides an online platform, which enables physicians and other healthcare professionals to leverage AI-powered clinical reference and search capabilities, collaborate with colleagues, stay up to date with the latest medical news and research, conduct clinical research, manage their careers and on-call schedules, streamline documentation and administrative paperwork, and conduct virtual patient visits. The Company’s customers primarily include pharmaceutical companies and health systems that connect with healthcare professionals through the Company’s digital Marketing, Hiring, and Workflow Solutions. Marketing Solutions provide customers with the ability to share tailored content on the network. Hiring Solutions enable customers to identify, connect with, and hire from the network of both active and passive potential medical professional candidates. Workflow Solutions allow customers to securely initiate voice and video calls with patients, manage on-call scheduling, and leverage the AI writing assistant for administrative tasks and clinical decision support.

2. Summary of Significant Accounting Policies

There have been no material changes to the significant accounting policies of the Company during the six months ended September 30, 2026 as compared to those described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026 and filed with the SEC on May 19, 2026.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026.

The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of the Company’s management, the information contained herein reflects all adjustments necessary for a fair presentation of the Company’s financial position, results of operations, stockholders’ equity, and cash flows. The results of operations for the three and six months ended September 30, 2026 shown in this report are not necessarily indicative of the results to be expected for the full year ending March 31, 2027.

Fiscal Year

The Company’s fiscal year ends on March 31 st. Unless otherwise noted, all references to a particular year shall mean the Company’s fiscal year.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, revenue recognition, the fair values of acquired intangible assets and goodwill, the useful lives of long-lived assets, fair value of stock-based awards, and deferred income taxes. The Company bases its estimates on historical experience and on assumptions that management considers reasonable. The Company assesses these estimates on a regular basis; however, actual results could differ from these estimates due to risks and uncertainties, including uncertainty in the current economic environment.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, and accounts receivable. The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector and establishing a minimum allowable credit rating. To manage risk exposure, the Company invests cash equivalents and marketable securities in a variety of fixed income securities, including government and investment-grade debt securities and money market funds. The Company places its cash primarily in checking and money market accounts with reputable financial institutions. Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits, if any.

Concentrations of credit risk with respect to accounts receivable are primarily limited to certain customers to which the Company makes substantial sales. No customer represented 10% or more of accounts receivable, net for the periods ended September 30, 2026 and March 31, 2026. The Company’s significant customers that represented 10% or more of revenue for the periods presented were as follows:

• Less than 10%

For the purpose of assessing the concentration of credit risk for significant customers, the Company defines a customer as an entity that purchases the Company’s services directly or indirectly through marketing agencies.

Accounting Pronouncements Recently Adopted

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets to reduce complexity for the measurement of credit losses arising from transactions accounted for under ASC 606. The practical expedient permits the entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The Company has prospectively adopted this guidance as of April 1, 2026 and elected to use the practical expedient. The adoption did not have a material impact on the condensed consolidated financial statements and related disclosures.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires the disaggregation of certain expenses in the notes of the financials to provide enhanced transparency into the expense captions presented on the face of the income statement. This ASU is effective for the Company for its fiscal year beginning April 1, 2027, and for interim periods within the fiscal year beginning April 1, 2028, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of this ASU on its consolidated financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which provides modernized guidance for the recognition and disclosure framework for internal-use software costs. This amendment removes all prescriptive and sequential software development stages and clarifies the threshold of when the Company is required to start capitalizing software costs, which commences when management has authorized and committed to funding the project and it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for the Company for its fiscal year beginning on April 1, 2028, with early adoption permitted. The amendments in this ASU should be applied either prospectively, retrospectively, or utilizing a modified transition approach based on status of project. The Company is currently evaluating the impact of this ASU on the consolidated financial statements and related disclosures.

3. Revenue Recognition

The Company’s revenue is primarily derived from the sale of subscriptions for the following solutions:

•Marketing Solutions: Hosting of customer-sponsored content on the Doximity platform and providing access to the Company’s professional database of healthcare professionals for referral or marketing purposes during the subscription period.

•Hiring Solutions: Providing customers access to the Company’s professional tools where recruiters can access the Company’s database of healthcare professionals, allowing customers to send messages for talent sourcing and to share job postings during the subscription period.

•Workflow Solutions: Offering health systems and hospitals various tools for telehealth, on-call scheduling, and access to the Clinical AI Suite, including Dialer, Scribe and Ask, during the subscription period.

The Company recognizes revenue through the following five steps:

1. Identify the contract with a customer

The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined that the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, the customer’s credit and financial information.

Subscription terms for Marketing Solutions contracts are generally 12 months or less. Customers are generally billed either upon contract execution for a portion of the contract, with the remainder billed based on various time-based milestones, or on a monthly basis beginning in the month services are launched. Certain Marketing Solutions contracts are cancelable with a customary notice period. The Company does not generally refund customer payments, and customers are generally responsible for amounts invoiced where payment was not made upon cancellation. The contractual term for Hiring and Workflow Solutions contracts is generally 12 months. Hiring and Workflow Solutions contracts are noncancelable and customers are billed in annual, quarterly, or monthly installments in advance of the service period.

2. Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract.

Marketing Solutions customers may purchase a subscription for a specific module to be used over a defined period of time. These customers may purchase more than one module with either the same or different subscription periods. Modules are the core building blocks of the customers’ marketing plan and can be broadly categorized as Newsfeed, Workflow, and Peer. As an example, the Company’s Newsfeed modules may include a sponsored article, short animated videos or other short-form content that is presented to the targeted member.

Each module targets a specified number of Doximity members per month for the duration of the subscription period. The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on their own and each module can be sold standalone. Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress.

Marketing Solutions customers may also purchase integrated and other subscriptions for a fixed fee that are not tied to a single module per month but allow customers to utilize a given module or combination of modules during the subscription period, subject to limits on the total number of modules launched in a given period of time, active at any given time, and members targeted. These represent stand-ready obligations in that the delivery of the underlying sponsored content is within the control of the customer and the extent of use in any given period does not diminish the remaining services.

Subscriptions to Hiring Solutions provide customers access to the platform to place targeted job postings and send a fixed number of monthly messages. Workflow Solutions subscriptions grant customers access to telehealth tools, on-call scheduling, and the Clinical AI Suite, including Dialer, Scribe and Ask, for a specified number of users throughout the subscription period. Each subscription is treated as a series of distinct performance obligations that are satisfied over time.

3. Determine the transaction price

The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur.

The Company may generate sales through the use of third-party media agencies that are authorized to enter into contracts on behalf of an end customer. The Company acts as the principal in these transactions since it maintains control prior to transferring the service to the customer and is primarily responsible for the fulfillment that occurs through the Company’s platform. The Company records revenue for the amount to which it is entitled from the third-party media agencies as the Company does not know and expects not to know the price charged by the third-party media agencies to its customers.

Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental entities.

4. Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company determines SSP for performance obligations based on historical arrangements sold on a standalone basis. To the extent historical sales are not available or do not provide sufficient evidence, the Company estimates the SSP by taking into account overall pricing objectives, which take into consideration market conditions and customer-specific factors, including a review of internal discounting tables, the type of services being sold, and other factors.

5. Recognize revenue when or as the Company satisfies a performance obligation

Revenue is recognized when or as control of the promised goods or service is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period the sponsored content is available on the Company’s platform. The Company commences revenue recognition when the first content is launched on the platform for the initial monthly period and revenue is recognized over time as each subsequent content period is delivered. The Company’s obligation for its integrated and other Marketing Solutions subscriptions is to stand-ready throughout the subscription period; therefore, for these subscriptions, we record revenue ratably over the subscription period commencing with either the beginning of the subscription term or first launch.

The Company treats Hiring and Workflow Solutions subscriptions as a single performance obligation that represents a series of distinct performance obligations that is satisfied over time. Revenue recognition commences when the customer receives access to the services and is recognized ratably over the subscription period.

Other revenue consists of fees earned from the temporary staffing and permanent placement of healthcare professionals. Revenue is recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

Revenue Disaggregation

Revenue consisted of the following (in thousands):

Contract Balances

Timing of revenue recognition may differ from the timing of invoicing to customers. Marketing Solutions customers are generally billed either upon contract execution for a portion of the contract, with the remainder billed based on various time-based milestones, or on a monthly basis beginning in the month services are launched. Hiring and Workflow Solutions contracts are billed in annual, quarterly, or monthly installments in advance of the service period. The Company’s contracts do not contain significant financing components.

The Company records unbilled revenue when revenue is recognized in amounts for which it is contractually entitled but exceeds the amounts the Company has a right to bill as of the end of the period. The Company records unbilled revenue on the condensed consolidated balance sheets within prepaid expenses and other current assets. The Company’s unbilled revenue balances were $2.5 million and $2.2 million as of September 30, 2026 and March 31, 2026, respectively.

Deferred revenue consists of noncancelable customer billings or payments received in advance of revenue recognition. Deferred revenue balances are generally expected to be recognized within 12 months. Since the majority of the Company’s contracts have a duration of one year or less, the Company has elected not to disclose remaining performance obligations in accordance with the optional exemption in ASC 606. Remaining performance obligations for contracts with an original duration greater than one year are not material.

Revenue recognized from amounts included in deferred revenue as of the beginning of the period was $76.6 million and $87.7 million, for the three months ended September 30, 2026 and 2025, respectively, and $92.7 million and $102.9 million for the six months ended September 30, 2026 and 2025, respectively.

Deferred Contract Costs

The Company capitalizes sales compensation that is considered to be an incremental and recoverable cost of obtaining a contract with a customer. The Company pays commissions based on signing new arrangements with customers and upon renewals and expansion of existing contracts with customers.

Deferred compensation is generally amortized over the weighted-average contractual term, ranging from 8 months to 12 months. The portion of deferred compensation expected to be recognized within one year of the balance sheet date is included in prepaid expenses and other current assets, and the remaining portion is recorded as other assets on the condensed consolidated balance sheets. The amortization of deferred contract costs is included in sales and marketing expense in the condensed consolidated statements of operations. Sales compensation that is not considered an incremental cost is expensed in the same period that it was earned.

The Company capitalized contract acquisition costs of $2.6 million and $5.2 million for the three and six months ended September 30, 2026 respectively, and $2.6 million and $4.6 million for the three and six months ended September 30, 2025. Amortization of deferred contract costs was $3.9 million and $8.2 million for the three and six months ended September 30, 2026, respectively, and $2.9 million and $6.8 million for the three and six months ended September 30, 2025. The Company’s current and non-current deferred contract cost balances were $5.2 million and $0.4 million, respectively, as of September 30, 2026, and were $8.0 million and $0.6 million, respectively, as of March 31, 2026.

Deferred contract costs are periodically analyzed for impairment. There wereno impairment losses relating to deferred contract costs during the three and six months ended September 30, 2026 and 2025.

4. Investments

The cost, gross unrealized gains and losses, and fair value of investments are as follows (in thousands):

As of September 30, 2026, the contractual maturities of the Company’s available-for-sale debt securities were as follows (in thousands):

Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations.

The cost, gross unrealized gains and losses, and fair value of investments were as follows (in thousands):

As of September 30, 2026 and March 31, 2026, the Company has recognized accrued interest of $4.8 million and $5.3 million, respectively, which is included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

The Company regularly reviews its investment portfolios to determine if any investment is impaired due to changes in credit risk or other potential valuation concerns. The unrealized losses associated with the Company’s debt securities were $2.2 million as of September 30, 2026 and were immaterial as of March 31, 2026. The Company believes it is probable that the principal and interest will be collected in accordance with contractual terms and that the unrealized losses on these securities were due to changes in interest rates and were not due to increased credit risk or other valuation concerns. Therefore, the Company didnot recognize any credit losses related to the Company’s debt securities as of September 30, 2026 or March 31, 2026. As the Company does not intend to sell the securities with unrealized losses and it is more likely than not that the Company will hold these securities until maturity or until the cost basis is recovered, the Company didnot recognize any impairment on these securities as of September 30, 2026 or March 31, 2026. The fair value related to the debt securities with unrealized losses for which no credit losses were recognized was $420.5 million and $207.6 million as of September 30, 2026 and March 31, 2026, respectively.

5. Fair Value Measurements

Available-for-sale debt securities are recorded at fair value on the condensed consolidated balance sheets. The carrying value of cash equivalents, accounts receivable, accounts payable, and accrued expenses and other current liabilities approximate their respective fair values due to their short maturities.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a three-tier hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1—Inputs that are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The following tables present the fair value hierarchy for the Company’s assets and liabilities measured at fair value on a recurring basis (in thousands):

During the six months ended September 30, 2026 and 2025, the Company had no transfers between levels of the fair value hierarchy.

Contingent Earn-out Consideration Liability

The following table summarizes the changes in the contingent earn-out consideration liability (in thousands):

The contingent earn-out consideration liability relates to the AMiON acquisition, which closed on April 1, 2022. The fair value of the liability is remeasured at each reporting date until the related contingency is resolved, with any changes to the fair value recognized as sales and marketing expense in the condensed consolidated statements of operations. During the first quarter of fiscal year 2027, the Company made the final payment of $6 million to fully settle the contingent earn-out consideration liability. As of September 30, 2026, there isno remaining obligation.

6. Property and Equipment, Net

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

Depreciation and amortization expense on property and equipment was $2.4 million and $4.8 million for the three and six months ended September 30, 2026, respectively, and $1.9 million and $3.7 million for the three and six months ended September 30, 2025, respectively. Included in these amounts was amortization expense for internal-use software development costs of $2.3 million and $4.5 million for the three and six months ended September 30, 2026, respectively, and $1.7 million and $3.4 million for the three and six months ended September 30, 2025, respectively. The amortization of the internal-use software development costs is included in cost of revenue in the condensed consolidated statements of operations.

The Company capitalized internal-use software development costs of $3.0 million and $6.5 million, respectively, during the three and six months ended September 30, 2026, and $3.4 million and $5.9 million, respectively, during the three and six months ended September 30, 2025. Internal-use software development costs are included in property and equipment, net in the condensed consolidated balance sheets.

No impairment was recognized on property and equipment during the three and six months ended September 30, 2026 and 2025.

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

8. Business Combinations

Pathway Acquisition

On July 29, 2025, the Company completed the acquisition of all outstanding shares of Pathway Medical Inc. (“the Pathway acquisition”), an AI-based medical knowledge platform, primarily to enhance our platform with the acquired technology and engineering workforce. The acquisition-date fair value of the consideration was $36.3 million. This included cash consideration of $26.7 million. Additionally, the Company granted certain Pathway employees joining the Company $23.9 million of restricted stock units (“RSUs”), which vest quarterly over 5 years. A portion of these RSUs with an estimated fair value of $9.6 million, which vest up to the second anniversary of the acquisition date, are guaranteed and not contingent on future events or activities, and, as a result, the related cost is included in the total purchase consideration. The remaining tranches are subject to continuing service with the Company. The related expense is accounted for as post-acquisition stock-based compensation expense.

In connection with the acquisition, the Company also granted $4 million of performance-based restricted stock units (“PSUs”) and $1 million of RSUs to certain Pathway employees joining the Company. The PSUs will vest in full on November 15, 2026, subject to both service and performance-based vesting conditions. The aggregate grant date fair value of these awards is accounted for as post-acquisition stock-based compensation expense on a straight-line basis, to the extent the performance metrics are achieved. The RSUs vest quarterly over 4 years, the related expense of which is also accounted for as post-acquisition stock-based compensation expense on a straight-line basis.

The Company also committed to issue an additional $8 million of PSUs overtwo fiscal years, beginning in fiscal 2027. Performance targets for each award will be established in their respective fiscal year. These awards are subject to both service and performance-based vesting conditions. During the three months ended September 30, 2026,221,541 PSUs were granted to satisfy $4 million of this commitment. The remaining $4 million commitment has not been granted as of September 30, 2026.

The Pathway acquisition was accounted for as a business combination. The purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded to goodwill as shown below. The purchase consideration allocation was as follows (in thousands):

Goodwill generated from the Pathway acquisition represents the future benefits from the developed technology and the assembled workforce. Goodwill from this business combination is deductible for income tax purposes.

The Company acquired intangible assets consisting of Pathway’s developed technology with an estimated useful life of 5 years. The developed technology was valued using a replacement cost approach, which is based on the cost of a market participant to reconstruct a substitute asset of comparable utility. The results of operations of this business combination have been included in the consolidated financial statements from the acquisition date.

The acquisition-related costs were not material and were recorded as general and administrative expense in the consolidated statements of operations.

Separate operating results and pro forma results of operations for Pathway have not been presented as the effect of this acquisition was not material to the Company’s financial results.

9. Intangible Assets and Goodwill

Intangible Assets

Intangible assets, net consisted of the following (in thousands):

Amortization expense for intangible assets was $1.9 million and $1.6 million for the three months ended September 30, 2026 and 2025, respectively, and $3.8 million and $2.6 million for the six months ended September 30, 2026 and 2025, respectively.

No impairment charges on intangible assets were recorded during the three and six months ended September 30, 2026 and 2025.

As of September 30, 2026, future amortization expense is as follows (in thousands):

Goodwill

As of September 30, 2026 and March 31, 2026, the Company’s goodwill balance was $85.0 million. No impairment charges on goodwill were recorded during the three and six months ended September 30, 2026 and 2025.

10. Equity

Preferred Stock

In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 100,000,000 shares of undesignated preferred stock with a par value of $0.001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors. As of September 30, 2026 and March 31, 2026, there wereno shares of preferred stock issued and outstanding.

Common Stock and Dual-Class Structure

The Company hastwo classes of common stock authorized: Class A common stock and Class B common stock, and are collectively referred to as common stock throughout the notes to the condensed consolidated financial statements, unless otherwise noted. The Company’s amended and restated certificate of incorporation authorized the issuance of 1,000,000,000 shares of Class A common stock with par value of $0.001 andone vote per share, and 500,000,000 shares of Class B common stock with par value of $0.001 andten votes per share. The holders of common stock are entitled to receive dividends, as may be declared by the board of directors. Each outstanding share of Class B common stock may be converted at any time at the option of the holder intoone share of Class A common stock. As of September 30, 2026, there were 127,442,055 shares of Class A common stock, and 50,888,445 shares of Class B common stock outstanding.

Stock Repurchase Program

On May 1, 2024, the Company’s board of directors authorized a program to repurchase up to $500 million of the Company’s Class A common stock with no expiration date. The Company repurchased and retired 11,591,950 shares of Class A common stock under this program, which was completed in the fourth quarter of fiscal year 2026.

On February 3, 2026, the Company’s board of directors authorized another program to repurchase up to $500 million of the Company’s Class A common stock with no expiration date. As of September 30, 2026, the Company repurchased and retired 7,267,795 shares of Class A common stock under this program for an aggregate purchase price of $153.3 million and $346.7 million remained available and authorized for repurchase.

All repurchases are subject to general business and market conditions and other investment opportunities and may be executed through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. Immediately upon the repurchase of any shares of Class A common stock, such shares shall be retired by the Company and shall automatically return to the status of authorized but unissued shares of Class A common stock.

Effective January 1, 2023, the Company’s share repurchases in excess of allowable share issuances are subject to a 1% excise tax as a result of the Inflation Reduction Act of 2022. The Company’s accrued excise taxes were $1.0 million and $2.3 million as of September 30, 2026 and March 31, 2026, respectively.

Common Stock Warrants

In fiscal year 2022, the Company issued a warrant to U.S. News (the “2021 U.S. News Warrant”) to purchase 516,000 shares of Class A common stock with an exercise price of $12.56 per share in connection with the execution of a commercial agreement with U.S. News. The 2021 U.S. News Warrant expires 10 years from the date of grant. The first tranche of the 2021 U.S. News Warrant vested on May 1, 2022 and the remainder will vest on a monthly basis over approximately 6 years. The grant-date fair value of the 2021 U.S. News Warrant was $34.7 million, which was determined using the Black-Scholes option-pricing model on the date of grant. The fair value of the warrant is recognized as expense in cost of revenue in the condensed consolidated statements of operations on a straight-line basis over its vesting term of 6.48 years.

On September 2, 2026, the Company’s Board of Directors approved an amended agreement to revise and extend the existing partnership with U.S. News. The 2021 U.S. News Warrant was concurrently amended. Immediately before the amendment,136,167 shares remained unvested. Under the amended arrangement,50,167 shares continue to vest under the 2021 U.S. News Warrant. The remaining 86,000 unvested shares will no longer vest and were replaced with a new warrant to purchase 430,000 shares of Class A common stock (the “2026 U.S. News Warrant”). The 2026 U.S. News Warrant has an exercise price of $0.01 per share and expires 10 years from the date of grant. The first tranche will vest on April 1, 2027 and the remainder will vest on a monthly basis over approximately 5 years.

The Company accounted for the cancellation and replacement as a modification under ASC 718. The grant-date fair value of the 2026 U.S. News Warrant on September 2, 2026 was $11.3 million, which was determined using the Black-Scholes option-pricing model with the following assumptions: fair value of common stock of $26.32, volatility of 64.0%, risk-free interest rate of 4.79%, contractual term of 10 years, and an expected dividend of 0%. The modification resulted in $9.7 million of incremental compensation cost.

The Company will recognize the original grant-date compensation cost of $5.4 million attributable to the 2021 U.S. News Warrant and the incremental compensation cost of $9.7 million from the modification over the service period of the 2026 U.S. News Warrant of 5.50 years. Total compensation cost recognized in cost of revenue in the condensed statements of operations related to the warrants was $2.9 million and $2.7 million for the six months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, unrecognized compensation cost related to the warrants was $17.5 million, which is expected to be recognized over a weighted-average period of 4.67 years.

As of March 31, 2026,193,500 shares were outstanding under the 2021 U.S. News Warrant. During the six months ended September 30, 2026,43,000 shares with an intrinsic value of $0.4 million were exercised under the 2021 U.S. News Warrant. Together with 2026 U.S. News Warrant,494,500 shares under the warrants were outstanding as of September 30, 2026.

Equity Incentive Plans

The Company maintains three equity incentive plans: the 2010 Equity Incentive Plan (the “2010 Plan”), the 2021 Stock Option and Incentive Plan (the “2021 Plan”), and the 2021 Employee Stock Purchase Plan (the “ESPP”). In June 2021, the Company’s board of directors approved the adoption of the 2021 Plan, which became effective upon the Company’s initial public offering and supersedes the 2010 Plan. The 2010 Plan continues to govern the terms of outstanding awards that were granted prior to the termination of the 2010 Plan. The 2021 Plan provides for the granting of incentive stock options, nonstatutory stock options, restricted stock units, and restricted stock awards to employees, non-employee directors, and consultants of the Company.

The Company granted stock options under the terms of the Plans and outside of the Plans, as approved by the board of directors. During fiscal 2018, the Company granted 4,682,582 options outside of the Plans, of which 2,114,582 options were exercised and 2,568,000 were outstanding as of September 30, 2026.

The Company has shares of common stock reserved for issuance as follows (in thousands):

Stock Options

Stock options granted generally vest over three tofour years with service-based and/or market-based conditions and expireten years from the date of grant.

Stock option activities within the Plans as well as outside of the Plans were as follows:

During the second quarter of fiscal 2027, the Company granted its Chief Executive Officer (“CEO”), Mr. Tangney, options to purchase an aggregate of 2,480,000 shares of common stock at an exercise price of $28.02 per share. The stock option carries a market condition and vests through 2030, subject to Mr. Tangney’s continuous service as CEO. As of September 30, 2026, the market condition has not been achieved and no time-based vesting milestone has been reached. The grant date fair value of the stock option of approximately $20.8 million was calculated using both a Monte Carlo simulation model and Black-Scholes option-pricing model. The following table provides the assumptions used in the valuation:

The aggregate intrinsic value of options exercised during the six months ended September 30, 2026 and 2025 was $9.3 million and $57.4 million, respectively.

As of September 30, 2026, unamortized stock-based compensation expense related to unvested stock options was $25.6 million, which is expected to be recognized over a weighted-average period of 2.05 years.

Restricted Stock Units (“RSUs”)

The RSUs granted by the Company generally vest overtwo tofour years based on continued service.

The following table summarizes RSU activity (in thousands, except per share information):

The total fair value of RSUs vested during the six months ended September 30, 2026 and 2025 was $33.1 million and $62.0 million, respectively.

As of September 30, 2026, total unrecognized stock-based compensation expense related to unvested RSUs was $129.1 million, which is expected to be recognized over a weighted-average period of 2.02 years.

Performance-Based Restricted Stock Units (“PSUs”)

The Company grants PSUs that are subject to both service-based and performance-based vesting conditions that are satisfied upon meeting certain financial performance targets. Certain awards are granted with performance targets to be established in future years. Under U.S. GAAP, the grant date for PSUs cannot occur until performance targets have been clearly established and communicated.

In July 2025, the Compensation Committee of the Board of Directors approved an equity award pool of up to $30 million, subject to both performance-based and service-based vesting conditions, in which participants could have earned up to 300% of the original pool. As the monetary value of the obligation was initially based on a fixed monetary amount and was to be settled in a variable number of shares, the obligation was initially recorded as a liability in other liabilities, non-current, on the consolidated balance sheets. During the fourth quarter of fiscal 2026, the Compensation Committee approved 1,963,338 PSUs based on actual achievement. The previously recorded liability was then reclassified to additional paid-in capital in equity. During the six months ended September 30, 2026, $13.4 million was recognized as stock-based compensation expense, net of amount capitalized as internal use software, for this equity award pool. The individual awards will vest on a quarterly basis through the fourth quarter of fiscal 2027.

The following table summarizes PSU activity (in thousands, except per share information):

As of September 30, 2026,2.0 million PSUs were outstanding, of which,1.8 million PSUs are considered granted from an accounting perspective, as the performance targets have been established. As of September 30, 2026, the unamortized stock-based compensation expense related to outstanding PSUs for which performance conditions have been established was $34.6 million, which is calculated based on the probable outcome of the performance conditions as of September 30, 2026. The amount of expense to be recognized will be based on the extent the performance metrics are achieved and is expected to be recognized over a weighted-average period of 0.82 years.

Stock-Based Compensation Expense

Total stock-based compensation expense recognized in the condensed consolidated statements of operations was as follows (in thousands):

11. Net Income Per Share Attributable to Common Stockholders

The following table presents the reconciliation of the numerator and denominator for calculating basic and diluted net income per share (in thousands, except per share data):

Certain potentially dilutive securities have been excluded from the calculation of diluted net income per share during the applicable periods because their inclusion would have been anti-dilutive (in thousands):

12. Commitments and Contingencies

Indemnification

The Company enters into indemnification provisions under agreements with other companies in the ordinary course of business, including, but not limited to, clients, business partners, landlords, and other parties involved in the performance of the Company’s services. Pursuant to these arrangements, the Company has agreed to indemnify, hold harmless, and reimburse the indemnified party for certain losses suffered or incurred by the indemnified party as a result of the Company’s activities. The terms of these indemnification agreements are generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. The Company maintains commercial general liability insurance and product liability insurance that may offset certain of its potential liabilities under these indemnification provisions.

In addition, the Company has agreed to indemnify its officers and directors and certain key employees while they are serving in good faith in their respective capacities. To date, there have been no material claims under these indemnification provisions.

Legal Matters

In June 2025, OpenEvidence Inc. filed a lawsuit in the United States District Court for the District of Massachusetts, captioned OpenEvidence Inc. v. Doximity, Inc., et al., Civil Action No. 25-11802-RGS (D. Mass.), against the Company and certain current and former employees alleging improper access to its AI medical information platform and seeking injunctive and monetary relief. The Company denied the allegations and asserted counterclaims. In October 2026, the parties entered into a confidential settlement, and the court subsequently dismissed with prejudice all claims and counterclaims, with each party bearing its own costs and attorneys’ fees.

Beginning in April 2024, the Company and certain of its directors and officers were named as defendants in lawsuits in the United States District Court for the Northern District of California. The first lawsuit (the “securities lawsuit”) is captioned In re Doximity, Inc. Securities Litigation, No. 5:24-cv-02281 (N.D. Cal.). The operative complaint brought securities law claims on behalf of a putative class of investors who purchased Doximity securities between June 24, 2021 and August 8, 2023 against the Company and its Chief Executive Officer, related to disclosures regarding user count and engagement rates. On December 24, 2025, the parties entered into a settlement, subject to court approval, to resolve the securities lawsuit. Under the terms of the settlement, in exchange for the release and dismissal with prejudice of all claims against the defendants, the Company and/or its insurance carriers agreed to pay a total of $31 million, covered by applicable insurance. The settlement does not constitute, and shall not be construed as, an admission of liability, fault, or wrongdoing by the Company or any of its executives. Pursuant to the settlement, the case was dismissed by order of the Court on June 11, 2026.

Seven shareholder derivative lawsuits were also filed. Three have been filed in the United States District Court for the Northern District of California: April v. Tangney et al., No. 3:26-cv-6201 (N.D. Cal.), and two actions consolidated under the caption In re Doximity, Inc. Stockholder Derivative Litigation, No. 5:24-cv-02801 (N.D. Cal.). Two were filed in the United States District Court for the District of Delaware, captioned Guttman v. Tangney, et al., No. 1:24-cv-01387 (D. Del.) and Wong v. Tangney, et al., No. 1:25-cv-750 (D. Del.). Two were filed in the Court of Chancery of the State of Delaware with the captions Stern v. Tangney, et al., No. 2025-0661-NAC (Del. Ch.) and Peter v. Tangney, et al., No. 2026-0220-NAC (Del. Ch.). The derivative lawsuits assert claims for, among other things, violations of securities laws, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste against certain of the Company’s directors and officers on a similar factual basis to the securities lawsuit. In addition, one shareholder (Constance McCrea) made a demand on the board to investigate. Following an initial discussion with McCrea’s counsel, McCrea agreed to hold the demand in abeyance until the securities lawsuit was resolved, pending further discussions, thus requiring no action at this time. The Company entered into a formal deferral agreement with McCrea. Based on information currently available, the Company believes that any reasonably possible loss in excess of amounts accrued would not be material to its condensed consolidated financial statements.

On September 16, 2026, a putative securities class action captioned Michigan Laborers’ Pension Fund v. Doximity, Inc., et al., No. 26-cv-10529 (N.D. Cal.) (the “Michigan Laborers’ Action”), was filed in the United States District Court for the Northern District of California against the Company and certain of its current and former officers. The complaint is brought on behalf of a putative class of purchasers of the Company’s common stock from August 8, 2024 through May 13, 2026, and asserts claims under Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, as well as under Section 20(a) of the Exchange Act against the individual defendants. The complaint alleges, among other things, that the defendants made false or misleading statements and failed to disclose that the Company (i) overstated the impact its Newsfeed would have on revenue growth, (ii) was losing market share to competitors with more favorable pricing and engagement models, and (iii) relied on banner ads and e-newsletters rather than the “deep engagement” model it promoted. The complaint seeks class certification, unspecified compensatory damages and interest, costs and expenses (including attorneys’ and expert fees), and demands a jury trial. The Company intends to vigorously defend against these claims. At this time, the Company is unable to predict the outcome of this matter or to reasonably estimate the amount or range of loss, if any, that could result from an unfavorable outcome.

Between September 28, 2026 and October 23, 2026, three putative shareholder derivative lawsuits related to the Michigan Laborers’ Action were filed in the United States District Court for the Northern District of California, purportedly on behalf of the Company. They are captioned Wright v. Tangney, et al., No. 26-cv-11047; Seaman v. Tangney, et al., No. 26-cv-12188; and Ables v. Tangney, et al., No. 26-cv-12471. The derivative complaints name the Company as a nominal defendant and name certain of its current and former officers and directors as defendants. The derivative complaints are based on substantially the same alleged misstatements and omissions at issue in the Michigan Laborers’ Action and allege a relevant period of August 8, 2024 through May 13, 2026. Allthree complaints assert claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violation of Section 14(a) of the Exchange Act. Certain of the complaints also assert claims against certain individual defendants for gross mismanagement, aiding and abetting breach of fiduciary duty, abuse of control, violations of Sections 10(b) and 20(a) of the Exchange Act, and contribution under Sections 10(b) and 21D of the Exchange Act. The complaints seek, on behalf of the Company, unspecified damages and interest, restitution and disgorgement, corporate governance reforms, costs and expenses (including attorneys’ and expert fees), and demand a jury trial. The Company believes that the plaintiffs lack standing to sue derivatively on its behalf. The Company is currently unable to predict the outcome of these derivative lawsuits and is unable to reasonably estimate the amount or range of loss, if any, that could result from an unfavorable outcome.

From time to time, the Company has become involved in claims and other legal matters arising in the ordinary course of business. The Company investigates these claims as they arise. Although claims are inherently unpredictable, the Company is currently not aware of any other matters that, if determined adversely to the Company, would individually or taken together have a material effect on its results of operations, financial position, or cash flows. No material loss contingencies were recorded for the three and six months ended September 30, 2026 and 2025.

13. Leases

The Company has non-cancelable operating leases for the rental of office space with various expiration dates through 2030.

The components of lease expense were as follows (in thousands):

During the second quarter of fiscal 2025, the Company executed a sublease for a portion of its Curative office space in Irving, Texas. The sublease commenced in November 2024 and has a lease term of approximately 5.5 years. The Company has classified the sublease as an operating lease. Total lease payments under the sublease are $2.4 million over the lease term of the sublease. Sublease income is recognized as a reduction of lease expense in the Company’s consolidated statements of operations.

Supplemental cash flow information related to leases was as follows (in thousands):

Supplemental balance sheet information related to leases was as follows:

Maturities of operating lease liabilities, excluding sublease income, as of September 30, 2026 were as follows (in thousands):

14. Other Income, net

Other income, net consisted of the following (in thousands):

15. Income Taxes

The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. The Company’s effective tax rates for the three and six months ended September 30, 2026 were 31.0% and 34.9%, respectively, and 14.9% and 15.8% for the three and six months ended September 30, 2025, respectively.

The Company's effective tax rate differs from the U.S. federal statutory rate, primarily due to stock-based compensation related tax deductions, which are subject to limitations for certain executive officers under IRC section 162(m), and federal and state research and development tax credits. The Company’s effective tax rate is based on forecasted annual income before income taxes which may fluctuate through the rest of the year.

In July 2025, Congress passed and the President signed into law H.R. 1, the One Big Beautiful Bill Act (“Tax Act”), which addresses certain business tax provisions enacted as a part of the 2017 Tax Cuts and Jobs Act including restoration of Section 174 expensing for U.S.-based research. Accounting Standards Codification Topic 740, Income Taxes, (“Topic 740”) requires the tax impacts to be included in the reporting period that includes the date the Tax Act was signed into law. Management elected to accelerate the deduction of all remaining unamortized domestic R&D expenses originally capitalized in fiscal years 2023 through 2025 in one year i.e. in fiscal year 2026. The Tax Act provisions did not have a significant impact on the Company’s results of operations, financial position, and cash flows for the three and six months ended September 30, 2026.

As of September 30, 2026 and March 31, 2026, the Company's liability for unrecognized tax benefits of $10.2 million and $8.4 million, respectively, was included within Other liabilities, non-current on the condensed consolidated balance sheet.

16. Segment and Geographic Information

The Company has determined that it hasone operating and reportable segment. The Chief Operating Decision Maker (“CODM”) is the Company's CEO; he reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. The Company’s operating segment derives revenue in the manner described in Note 3—Revenue.

The CODM assesses performance for the operating segment and decides how to allocate resources based on the review of consolidated net income, which the CODM uses to monitor budget versus actual results and review historical company performance trends. Significant segment expenses were determined to include cost of revenues, research and development expenses, sales and marketing expenses, general and administrative expenses, other income, net, and provision for income taxes, all of which are presented in the condensed consolidated statements of operations for the three and six months ended September 30, 2026 and 2025. Significant segment expenses also include stock-based compensation expense and depreciation and amortization expense, which are presented in Note 10—Equity and the condensed consolidated statements of cash flows, respectively for the three and six months ended September 30, 2026 and 2025. All intercompany transactions are eliminated upon consolidation. Asset account balances provided to the CODM are consistent with those reported on the condensed consolidated balance sheets.

Substantially all of the Company’s long-lived assets, other than goodwill of $17 million from the Pathway acquisition, were based in the United States as of September 30, 2026 and March 31, 2026. For the three and six months ended September 30, 2026 and 2025, no country outside of the United States accounted for more than 10% of total revenue and substantially all of the Company’s revenue was derived in the United States.