ALKAMI TECHNOLOGY, INC.

Previous wording

•our ability to raise sufficient capital in a timely manner and the resulting dilution and the terms of our Amended Credit Agreement (as defined below);

Current wording

•our ability to raise sufficient capital in a timely manner and the resulting dilution and the terms of our Amended and Restated Credit Agreement dated as of April 29, 2022 (as amended, the “Amended Credit Agreement”);

Previous wording

During 2024, we established a new subsidiary in India to support potential future operational needs. While our presence in India has grown since 2024, these operations remain immaterial to our Condensed Consolidated Financial Statements as of March 31, 2026.

Current wording

During 2024, we established a subsidiary in India to support potential future operational needs. While our presence in India has grown since 2024, these operations remain immaterial to our Condensed Consolidated Financial Statements as of June 30, 2026.

Previous wording

For the three months ended March 31, 2026 and 2025, our total revenues were $126.1 million and $97.8 million, respectively, representing a 28.9% increase period-over-period. SaaS subscription revenues, as further described below, represented 95.8% and 94.9% of total revenues for the three months ended March 31, 2026 and 2025, respectively. We incurred net losses of $10.0 million and $7.8 million for the three months ended March 31, 2026 and 2025, respectively, largely on the basis of significant continued investment in sales, marketing, product development and post-sales client activities.

Current wording

For the three months ended June 30, 2026 and 2025, our total revenues were $129.8 million and $112.1 million, respectively, representing a 15.9% increase period-over-period. For the six months ended June 30, 2026 and 2025, our total revenues were $256.0 million and $209.9 million, respectively, representing an increase of 22.0% period-over-period. SaaS subscription revenues, as further described below, represented 94.7% and 95.2% of total revenues for the three and six months ended June 30, 2026, respectively, and 94.5% and 94.7% of total revenues for the three and six months ended June 30, 2025, respectively. We incurred net losses of $8.9 million and $18.9 million for the three and six months ended June 30, 2026, respectively, and net losses of $13.6 million and $21.4 million for the three and six months ended June 30, 2025, respectively, largely on the basis of significant continued investment in sales, marketing, product development and post-sales client activities.

Previous wording

Growing our FI Client Base. A key part of our strategy is to grow our FI client base. As of March 31, 2026, we served 307 FIs through the Platform and 1000 clients when including unique clients only subscribing to one or a combination of ACH Alert, Segmint, or MANTL products. Each of our digital banking client wins is a competitive takeaway, and as such, our historical ability to grow our client base has been a function of product depth, technological excellence and a sales and marketing function able to match our solutions with the strategic objectives of our clients. Our future success will significantly depend on our ability to continue to grow our FI client base through competitive wins.

Current wording

Growing our FI Client Base. A key part of our strategy is to grow our FI client base. As of June 30, 2026, we served 313 FIs through the Platform and more than 1,000 clients when including unique clients only subscribing to one or a combination of ACH Alert, Segmint, or MANTL products. Each of our digital banking client wins is a competitive takeaway, and as such, our historical ability to grow our client base has been a function of product depth, technological excellence and a sales and marketing function able to match our solutions with the strategic objectives of our clients. Our future success will significantly depend on our ability to continue to grow our FI client base through competitive wins.

Previous wording

Client Renewals. Our model and the stability of our revenue base is, in part, driven by our ability to renew our clients. In addition to extending existing relationships, renewals provide an opportunity to grow minimum contract value, as over the course of a contract term our clients often grow, or their needs evolve. Client renewals are also an important lever in driving our long-term gross margin targets, as we generally achieve approximately 70% gross margin upon renewal. We had 4 client renewals in the three months ended March 31, 2026. We expect client renewals to continue to play a key role in our future success.

Current wording

Client Renewals. Our model and the stability of our revenue base is, in part, driven by our ability to renew our clients. In addition to extending existing relationships, renewals provide an opportunity to grow minimum contract value, as over the course of a contract term our clients often grow, or their needs evolve. Client renewals are also an important lever in driving our long-term gross margin targets, as we generally achieve approximately 70% gross margin upon renewal. We had 7 and 11 client renewals in the three and six months ended June 30, 2026, respectively. We expect client renewals to continue to play a key role in our future success.

Previous wording

Continued Leadership in Innovation. Our ability to maintain a differentiated platform and offering is dependent upon our pace of innovation. Our single code base, built on a multi-tenant infrastructure and combined with continuous software delivery enables us to bring new, innovative products to market quickly and positions us with what we believe is market-leading breadth in terms of product offerings and feature sets. We remain committed to investing in our platform, notably through our research and development spend, which was 24.6% and 27.5% of our revenues for the three months ended March 31, 2026 and 2025, respectively. Our future success will depend on our continued leadership in innovation.

Current wording

Continued Leadership in Innovation. Our ability to maintain a differentiated platform and offering is dependent upon our pace of innovation. Our single code base, built on a multi-tenant infrastructure and combined with continuous software delivery enables us to bring new, innovative products to market quickly and positions us with what we believe is market-leading breadth in terms of product offerings and feature sets. We remain committed to investing in our platform, notably through our research and development spend, which was 24.2% and 24.4% of our revenues for the three and six months ended June 30, 2026, respectively. Our future success will depend on our continued leadership in innovation.

Previous wording

The following table disaggregates our revenues for the three months ended March 31, 2026 and 2025 by major source:

Current wording

The following table disaggregates our revenues for the three and six months ended June 30, 2026 and 2025 by major source:

Previous wording

We intend to continue to increase our investments in our implementation, client support teams and technology infrastructure to serve our clients and support our growth. We expect cost of revenues to continue to grow in absolute dollars as we grow our business, but to vary as a percentage of revenues from period to period as a function of the efficiency and utilization of implementation and support personnel and the extent to which we recognize fees from bill-pay services and other third-party functionality integrated into our solutions. Our gross margin for the three months ended March 31, 2026 and 2025 was 58.6% and 59.0%, respectively.

Current wording

We intend to continue to increase our investments in our implementation, client support teams and technology infrastructure to serve our clients and support our growth. We expect cost of revenues to continue to grow in absolute dollars as we grow our business, but to vary as a percentage of revenues from period to period as a function of the efficiency and utilization of implementation and support personnel and the extent to which we recognize fees from bill-pay services and other third-party functionality integrated into our solutions. Our gross margin for the three and six months ended June 30, 2026 was 56.8% and 57.7%, respectively, and 58.6% and 58.8% for the three and six months ended June 30, 2025, respectively.

Previous wording

The major components of cost of revenues are represented in the following table as percentages of revenues for the three months ended March 31, 2026 and 2025, respectively:

Current wording

The major components of cost of revenues are represented in the following table as percentages of revenues for the three and six months ended June 30, 2026 and 2025, respectively:

Previous wording

As a result of our valuation allowance, provision for (benefit from) income taxes consists primarily of current state income taxes, current foreign income taxes, and deferred taxes related to the tax amortization of acquired goodwill, offset by a deferred tax benefit attributable to the partial release of the Company’s pre-existing valuation allowance related to the MANTL business combination. See Notes 3 and 10 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Current wording

As a result of our valuation allowance, (benefit from) provision for income taxes consists primarily of current state income taxes, current foreign income taxes, and deferred taxes related to the tax amortization of acquired goodwill, offset by a deferred tax benefit attributable to the partial release of the Company’s pre-existing valuation allowance related to the MANTL business combination. See Note 9 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Previous wording

The results of operations presented below should be reviewed in conjunction with the Condensed Consolidated Financial Statements and notes included elsewhere in this filing. The following table presents our selected Condensed Consolidated Statements of Operations data for the three months ended March 31, 2026 and 2025.

Current wording

The results of operations presented below should be reviewed in conjunction with the Unaudited Condensed Consolidated Financial Statements and notes included elsewhere in this filing. The following table presents our selected Unaudited Condensed Consolidated Statements of Operations data for the three and six months ended June 30, 2026 and 2025.

Previous wording

(1) Includes amortization of acquired technology of $4.9 million and $1.9 million for the three months ended March 31, 2026 and 2025, respectively.

Current wording

(1) Includes amortization of acquired technology of $4.9 million for both the three months ended June 30, 2026 and 2025, and $9.8 million and $6.8 million for the six months ended June 30, 2026 and 2025, respectively.

Previous wording

Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure and should not be considered an alternative to GAAP net loss as a measure of operating performance or as a measure of liquidity. We define adjusted EBITDA as net loss before provision for (benefit from) income taxes; interest expense (income), net; depreciation and amortization; stock-based compensation expense; acquisition-related expenses; loss on impairment of intangible assets; and stockholder matters related expenses. We believe adjusted EBITDA provides investors and other users of our financial information consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations.

Current wording

Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure and should not be considered an alternative to GAAP net loss as a measure of operating performance or as a measure of liquidity. We define adjusted EBITDA as net loss before (benefit from) provision for income taxes; interest expense, net; depreciation and amortization; stock-based compensation expense; acquisition-related expenses; loss on impairment of intangible assets; and stockholder matters related expenses. We believe adjusted EBITDA provides investors and other users of our financial information consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations.

Previous wording

Comparison of Three Months Ended March 31, 2026 and 2025

Current wording

Comparison of Three and Six Months Ended June 30, 2026 and 2025

Previous wording

The increase of $28.3 million in revenues for the three months ended March 31, 2026 was primarily due to user growth on our Platform from both existing client digital user growth and new client implementations and selling additional solutions to existing clients resulting in increased RPU. The revenue contribution from the MANTL acquisition was $14.9 million for the three months ended March 31, 2026.

Current wording

The increase of $17.8 million in revenues for the three months ended June 30, 2026 was primarily attributable to growth in our SaaS subscription services revenue, driven by user growth on our Platform, from both existing client digital user growth and new client implementations, and higher RPU from selling additional solutions.

Previous wording

The increase in cost of revenues for the three months ended March 31, 2026 was primarily driven by $6.6 million in higher costs of our third-party partners where we resell their solutions as part of the digital platform, a $3.1 million increase in amortization of intangible assets, primarily related to the acquisition of MANTL, and $1.8 million in higher hosting costs.

Current wording

The increase of $21.8 million cost of revenues for the six months ended June 30, 2026, was primarily driven by $14.2 million in higher costs of our third-party partners where we resell their solutions as part of the digital platform, $3.4 million in higher hosting costs, and a $3.1 million increase in amortization of intangible assets, primarily related to the acquisition of MANTL.

Previous wording

Research and development expenses increased by $4.1 million, or 15.3%, for the three months ended March 31, 2026 compared to the same period in 2025. For the three months ended March 31, 2026, the increase was primarily due to a $4.5 million increase in personnel-related costs resulting from headcount growth in our engineering, information technology and product teams dedicated to platform enhancements and innovation.

Current wording

For the three months ended June 30, 2026, the increase was primarily due to a $0.8 million increase in personnel-related costs resulting from headcount growth in our engineering, and product teams dedicated to platform enhancements and innovation and $0.5 million in higher hosting costs.

Previous wording

Sales and marketing expenses increased by $2.1 million, or 11.5%, for the three months ended March 31, 2026 compared to the same period in 2025. For the three months ended March 31, 2026, the increase was primarily due to a $2.8 million increase in personnel-related costs, resulting from headcount growth in our sales and marketing teams, partially offset by a decrease in costs related to the timing of industry conferences and trade shows of $1.1 million.

Current wording

For the three months ended June 30, 2026, the decrease was primarily due to a $2.1 million decrease in personnel-related costs, partially offset by an increase in costs related to the timing of industry conferences and trade shows of $1.7 million.

Previous wording

General and administrative expenses decreased by $0.9 million, or 3.2%, for the three months ended March 31, 2026, compared to the same period in 2025. For the three months ended March 31, 2026, the decrease was primarily due to lower acquisition-related expenses of $2.0 million and lower stock-based compensation expense of $1.4 million, partially offset by an increase in stockholder matters related expenses of $2.2 million.

Current wording

For the six months ended June 30, 2026, the decrease was primarily due to lower acquisition-related expenses of $2.5 million, lower stock-based compensation expense of $2.0 million, and lower net other various costs of $0.7 million, partially offset by an increase in stockholder matters related expenses of $3.3 million.

Previous wording

Amortization of acquired intangibles increased by $1.1 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to the acquisition of intangible assets as part of the acquisition of MANTL in March 2025 and related additional amortization.

Current wording

Amortization of acquired intangibles increased by $1.1 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to the acquisition of intangible assets as part of the acquisition of MANTL in March 2025 and related additional amortization.

Previous wording

Non-operating expense increased by $1.8 million for the three months ended March 31, 2026, compared to the same period in 2025, due to the increase in net interest expense related to the 2030 Convertible Notes.

Current wording

Non-operating expense increased by $1.2 million for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to the increase in net interest expense related to the 2030 Convertible Notes.

Previous wording

The Company recorded income tax expense of $2.8 million and income tax benefit of $7.3 million for the three months ended March 31, 2026 and 2025, respectively, resulting in an effective tax rate of (38.2)% and 48.2%, respectively.

Current wording

The Company recorded income tax benefit of $0.2 million and income tax expense of $2.5 million for the three and six months ended June 30, 2026, respectively, resulting in an effective tax rate of 2.3% and (15.6)%, respectively, compared to income tax benefit of $4.3 million and $11.6 million for the three and six months ended June 30, 2025, respectively, resulting in an effective tax rate of 24.0% and 35.1%, respectively.

Previous wording

The Company’s effective tax rates for the three months ended March 31, 2026 and 2025 differ from the U.S. statutory tax rate primarily due to unfavorable permanent differences and changes in the valuation allowance recorded against the Company’s deferred tax assets. For the three months ended March 31, 2025, the effective tax rate was further impacted by a deferred tax benefit resulting from the partial release of a pre-existing valuation allowance in connection with the MANTL business combination.

Current wording

The Company’s effective tax rates for the three and six months ended June 30, 2026 and 2025 differ from the U.S. statutory tax rate primarily due to unfavorable permanent differences and changes in the valuation allowance recorded against the Company’s deferred tax assets. For the three and six months ended June 30, 2025, the effective tax rate was further impacted by a deferred tax benefit resulting from the partial release of a pre-existing valuation allowance in connection with the MANTL business combination.

Previous wording

As of March 31, 2026, we had $77.6 million in cash and cash equivalents and marketable securities, and an accumulated deficit of $533.8 million. Our net losses have been driven by our investments in developing our Digital Sales & Service Platform, expanding our sales, marketing and implementation organizations, and scaling our administrative functions to support our rapid growth.

Current wording

As of June 30, 2026, we had $81.0 million in cash and cash equivalents and marketable securities, and an accumulated deficit of $542.7 million. Our net losses have been driven by our investments in developing our Digital Sales & Service Platform, expanding our sales, marketing and implementation organizations, and scaling our administrative functions to support our rapid growth.

Previous wording

We funded the acquisition of MANTL through the issuance of the 2030 Convertible Notes, borrowings on our revolving facility under the Amended Credit Agreement (the “Revolving Facility”), and cash from our balance sheet.

Current wording

We funded the acquisition of MANTL through the issuance of the 2030 Convertible Notes, borrowings on our Revolving Facility, and cash from our balance sheet.

Previous wording

We have financed our operations primarily through cash generated from the sale of SaaS subscription services. Our future capital requirements will depend on many factors, including revenue growth and costs incurred to support client usage and growth in our client base, increased research and development expenses to support the growth of our business and related infrastructure, increased general and administrative expenses associated with being a publicly traded company, investments in office facilities and other capital expenditure requirements and any potential future acquisitions or other strategic transactions.

Current wording

We have financed our operations primarily through cash generated from the sale of SaaS subscription services. Our future capital requirements will depend on many factors, including revenue growth and costs incurred to support client usage and growth in our client base, increased research and development expenses to support the growth of our business and related infrastructure, increased general and administrative expenses associated with being a publicly traded company, investments in office facilities, repurchases under our stock repurchase program, and other capital expenditure requirements and any potential future acquisitions or other strategic transactions.

Previous wording

During the three months ended March 31, 2026, net cash used in operating activities was $4.8 million, which consisted of a net loss of $10.0 million, adjusted by non-cash charges of $26.2 million and net cash outflows from the change in net operating assets and liabilities of $21.1 million. The non-cash charges were primarily comprised of depreciation and amortization expense of $8.1 million and stock-based compensation expense of $17.3 million. The net cash outflows from the change in our net operating assets and liabilities were primarily due to a $15.7 million decrease in accounts payable and accrued liabilities, a $3.6 million increase in prepaid expenses and other assets, and a $1.0 million increase in deferred costs.

Current wording

During the six months ended June 30, 2026, net cash provided by operating activities was $17.2 million, which consisted of a net loss of $18.9 million, adjusted by non-cash charges of $52.6 million and net cash outflows from the change in net operating assets and liabilities of $16.5 million. The non-cash charges were primarily comprised of depreciation and amortization expense of $16.4 million and stock-based compensation expense of $34.8 million. The net cash outflows from the change in our net operating assets and liabilities were primarily due to a $5.8 million decrease in accounts payable and accrued liabilities, a $5.2 million increase in accounts receivable, a $2.4 million increase in deferred costs, and a $2.1 million increase in prepaid expenses and other assets.

Previous wording

During the three months ended March 31, 2025, net cash used in operating activities was $5.7 million, which consisted of a net loss of $7.8 million, adjusted by non-cash charges of $12.8 million and net cash outflows from the change in net operating assets and liabilities of $10.6 million. The non-cash charges were primarily comprised of depreciation and amortization expense of $3.4 million, stock-based compensation expense of $16.1 million (exclusive of $3.9 million of stock-based compensation expense for unvested equity awards settled in cash related to MANTL acquisition), and loss on impairment of intangible assets of $1.7 million, partially offset by deferred taxes of $8.3 million and net other non-cash charges of $0.1 million. The net cash outflows from the change in our net operating assets and liabilities were primarily due to a $6.6 million increase in accounts receivable, a $5.4 million increase in prepaid expenses and other current assets (inclusive of $3.0 million of prepaid stock-based compensation related to the acquisition of MANTL), a $2.0 million decrease in accounts payable and accrued liabilities, and a $0.2 million increase in deferred costs, partially offset by a $3.5 million increase in deferred revenues.

Current wording

During the six months ended June 30, 2025, net cash used in operating activities was $4.5 million, which consisted of a net loss of $21.4 million, adjusted by non-cash charges of $36.7 million and net cash outflows from the change in net operating assets and liabilities of $19.8 million. The non-cash charges were primarily comprised of depreciation and amortization expense of $11.2 million, stock-based compensation expense of $35.6 million (exclusive of $3.9 million of stock-based compensation expense for unvested equity awards settled in cash related to MANTL acquisition), loss on impairment of intangible assets of $1.7 million, and net other non-cash charges of $0.2 million, partially offset by deferred taxes of $12.0 million. The net cash outflows from the change in our net operating assets and liabilities were primarily due to a $7.5 million increase in accounts receivable, a $15.8 million increase in prepaid expenses and other assets (inclusive of $2.9 million of prepaid stock-based compensation related to the acquisition of MANTL), and a $2.3 million increase in deferred costs, partially offset by a $4.2 million increase in accounts payable and accrued liabilities and a $1.5 million increase in deferred revenues. The increase in prepaid expenses and other assets was primarily due to a $9.1 million pending vendor refund receivable as of June 30, 2025. The Company received the $9.1 million vendor refund in full in July 2025, subsequent to the period end.

Previous wording

During the three months ended March 31, 2026, net cash used in investing activities was $4.2 million, primarily consisting of $17.6 million in purchases of marketable securities and $2.2 million related to capitalized software development costs, partially offset by $16.0 million in proceeds from sales, maturities, and redemptions of marketable securities.

Current wording

During the six months ended June 30, 2026, net cash used in investing activities was $4.6 million, primarily consisting of $4.1 million related to capitalized software development costs. Our investing activities included purchases and sales, maturities, and redemptions of marketable securities in the ordinary course of managing our investment portfolio, which did not have a material net effect on cash flows.

Previous wording

During the three months ended March 31, 2025, net cash used in investing activities was $389.4 million, primarily consisting of $375.5 million related to our acquisition of MANTL, $21.9 million in purchases of marketable securities, $1.4 million related to capitalized software development costs and $0.5 million related to capital expenditures related to updates for computers and other equipment, partially offset by $9.9 million in proceeds from sales, maturities, and redemptions of marketable securities.

Current wording

During the six months ended June 30, 2025, net cash used in investing activities was $392.4 million, primarily consisting of $375.5 million related to our acquisition of MANTL, $12.8 million in net purchases of marketable securities, $3.2 million related to capitalized software development costs and $0.9 million related to capital expenditures related to updates for computers and other equipment.

Previous wording

For the three months ended March 31, 2026, net cash used in financing activities was $14.0 million, which was primarily due to $15.0 million of payments on the revolving loan under the Revolving Facility, partially offset by $1.0 million in proceeds from the exercise of stock options to purchase 0.1 million shares of our common stock.

Current wording

For the six months ended June 30, 2026, net cash used in financing activities was $30.6 million, which was primarily due to $15.0 million of payments on the revolving loan under the Revolving Facility, $15.0 million in repurchases of common stock, and $5.0 million for payments related to net settlement of equity awards, partially offset by $3.1 million in proceeds from issuances under the Employee Stock Purchase Plan (“ESPP”).

Previous wording

For the three months ended March 31, 2025, net cash provided by financing activities was $362.4 million, which was primarily due to proceeds of $335.5 million from issuance of convertible senior notes, proceeds of $60.0 million from revolver loan borrowings, and $1.5 million in proceeds from the exercise of stock options to purchase 0.2 million shares of our common stock, partially offset by $33.9 million paid for the Capped Calls and $0.8 million of debt issuance costs paid.

Current wording

For the six months ended June 30, 2025, net cash provided by financing activities was $354.9 million, which was primarily due to proceeds of $335.5 million from the issuance of the 2030 Convertible Notes, proceeds of $60.0 million from revolver loan borrowings, $2.9 million in proceeds from issuances under the ESPP, $2.3 million in proceeds from the exercise of stock options to purchase 0.3 million shares of our common stock, partially offset by $33.9 million paid for the Capped Calls, $10.0 million of payments on revolving loan, and $1.9 million of debt issuance costs paid.

Previous wording

On February 27, 2025, the Company entered into the Third Amendment and subsequently borrowed $60 million on the Revolving Facility during March 2025, with the proceeds used for the acquisition of MANTL. The Company repaid the remaining $15.0 million outstanding during the three months ended March 31, 2026. As of March 31, 2026, there were no borrowings outstanding under the Revolving Facility. Refer to Note 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements for more information regarding the Amended Credit Agreement.

Current wording

On February 27, 2025, the Company entered into the Third Amendment to the Amended Credit Agreement (“Third Amendment”) and subsequently borrowed $60 million on the Revolving Facility during March 2025, with the proceeds used for the acquisition of MANTL, which were fully repaid during the three months ended March 31, 2026. As of June 30, 2026, there were no borrowings outstanding under the Revolving Facility. Refer to Note 7 of the Notes to the Unaudited Condensed Consolidated Financial Statements for more information regarding the Amended Credit Agreement.

Previous wording

Total interest expense, including commitment fees and unused line fees, was $2.3 million and $0.8 million for the three months ended March 31, 2026 and 2025, respectively. Interest expense related to the 2030 Convertible Notes and Revolving Facility was $1.8 million and $0.2 million, respectively, for the three months ended March 31, 2026, and $0.4 million and $0.3 million, respectively, for the three months ended March 31, 2025.

Current wording

Interest expense related to the 2030 Convertible Notes and Revolving Facility was $1.8 million and $0.1 million, respectively, for the three months ended June 30, 2026, and $3.6 million and $0.3 million, respectively, for the six months ended June 30, 2026. Interest expense related to the 2030 Convertible Notes and Revolving Facility was $1.7 million and $1.2 million, respectively, for the three months ended June 30, 2025, and $2.1 million and $1.5 million, respectively, for the six months ended June 30, 2025.

Previous wording

In conjunction with closing the Amended and Restated Credit Agreement in 2022, First Amendment in 2023, Second Amendment in 2024, and Third Amendment in March 2025, we incurred issuance costs of $0.9 million, $0.3 million, $0.4 million, and $0.9 million, respectively, which were deferred and scheduled to be amortized over the remaining term of the agreement. In conjunction with the issuance of the 2030 Convertible Notes, the Company recognized an original issue discount of $9.5 million and debt issuance costs of $0.9 million, which were capitalized as components of the carrying amount and included in Convertible senior notes, net in the Condensed Consolidated Balance Sheets. See Note 8 to the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information.

Current wording

In conjunction with closing the Amended and Restated Credit Agreement in 2022, First Amendment in 2023, Second Amendment in 2024, and Third Amendment in March 2025, we incurred issuance costs of $0.9 million, $0.3 million, $0.4 million, and $0.9 million, respectively, which were deferred and scheduled to be amortized over the remaining term of the agreement. In conjunction with the issuance of the 2030 Convertible Notes, the Company recognized an original issue discount of $9.5 million and debt issuance costs of $0.9 million, which were capitalized as components of the carrying amount and included in Convertible senior notes, net in the Unaudited Condensed Consolidated Balance Sheets. See Note 7 to the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information.

Previous wording

Unamortized discounts and debt issuance costs totaled $9.4 million and $10.0 million as of March 31, 2026 and December 31, 2025, respectively. Amortization expense related to unamortized discounts and debt issuance costs (included in interest expense in the Condensed Consolidated Statements of Operations) totaled $0.5 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Unamortized discounts and debt issuance costs totaled $8.9 million and $10.0 million as of June 30, 2026 and December 31, 2025, respectively. Amortization expense related to unamortized discounts and debt issuance costs (included in interest expense in the Unaudited Condensed Consolidated Statements of Operations) totaled $0.6 million and $1.1 million for the three and six months ended June 30, 2026, respectively, and $0.5 million and $0.6 million for the three and six months ended June 30, 2025, respectively.

Previous wording

On April 23, 2026, the Board authorized a share repurchase program to repurchase up to $100 million of the Company’s common stock. Repurchases under the program may be made from time to time, at management’s discretion, using a variety of methods, including open market purchases, privately negotiated transactions, and other means all in accordance with federal securities laws and other applicable legal requirements, including pursuant to one or more Rule 10b5-1 trading plans. The timing and size of any repurchases will be determined by management based on prevailing share prices, general economic and market conditions, the Company’s liquidity and capital needs, and other factors deemed relevant. The share repurchase program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time at the discretion of the Board of Directors. The Company’s capital allocation strategy focuses on driving growth through acquisitions, deleveraging the balance sheet and now, enhancing stockholder value through opportunistic share repurchases.

Current wording

On April 23, 2026, the Board authorized a stock repurchase program to repurchase up to $100.0 million of the Company’s common stock. Repurchases under the program may be made from time to time, at management’s discretion, using a variety of methods, including open market purchases, privately negotiated transactions, and other means all in accordance with federal securities laws and other applicable legal requirements, including pursuant to one or more Rule 10b5-1 trading plans. The timing and size of any repurchases will be determined by management based on prevailing share prices, general economic and market conditions, the Company’s liquidity and capital needs, and other factors deemed relevant. The stock repurchase program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time at the discretion of the Board.